At What Price?
by Cozy Mark IV
Summary: After the usual drama when Twilight discovers her new alicorn immortality, Princess Celestia puts her in touch with an old colleague of hers; Star Swirl the Bearded. Now over a thousand years old, he knows the secrets and the costs, but when he demands a price for his help, how far will Twilight go to save her friends from the reaper? Rated Teen for adult themes.
1. Behind the Veil

Chapter One: Behind the Veil

It had been one month now since the coronation, and twenty-four hours since Twilight had discovered her new status as an immortal princess. When Luna first explained it, her thoughts had leaped ahead to all the study and research she could do with no limit on her time, and the parchment list of projects was already more than ten feet long by the time the train pulled into Ponyville Station that evening. She had said goodnight to her friends, and gone home where she tucked Spike into bed before the realization hit her: As an immortal, she would outlive everyone she had ever met. They would grow old and she would have to stay behind to bury them, one by one as the succumbed to the inexorable march of time.

Between the worries that kept her awake and the nightmares that stalked her slumber, Twilight didn't get much sleep that night.

The next morning she did the only thing she could think of; she wrote a letter to the Princess asking for advice. After all, if anyone knew how to deal with this, it would be her. The chariot from the castle arrived an hour later and whisked her off to an old cemetery south of the city.

The graves climbed the gentle slope up the side of the hill to the top where a single huge tree cast its cool shade across the hillside below. The green grass rustled in the gentle breeze and she could see a mother bird feeding her fledglings in a nest far out on a branch of the tree. Around her, the graves showed signs of their great age, many of them broken or illegible after hundreds of years of weather.

With a rustle of wings, the Princess landed softly beside her, careful not to disturb the silence.

Twilight looked up at her in confusion. "This is how you cope with the loss? By visiting the graves of those who were once your friends?"

Celestia smiled down at her. "Do not despair, my faithful student. There is a bit more to it than that." She extended a wing over Twilight's shoulders in a gesture of comfort. "Come. Walk with me. There is someone I would like you to meet."

The pair walked through the soft grass, past countless headstones who's markings had long since faded. The princess seemed to know exactly were she was going however, and they soon stood before a stone indistinguishable from any other. Celestia's horn lit up, and the jewel in her necklace glowed in response as a shimmering figure of a pony began to take shape over the grave before them. The outline slowly solidified into a translucent white mare with a bright orange mane and a cutie mark of dancing instructions consisting of two hoof prints with arrows. She seemed to be sleeping on the grass, her eyes closed and her breathing slow, but as they watched, her eyes opened a crack and she picked her head up and yawned sleepily.

Celestia knelt down next to the ethereal form and gently nuzzled her. "Good morning, Sundancer."

Twilight looked on in astonishment as Sundancer slowly tried to waken and return Celestia's affection, her body passing right through the Princess.

"It's been a long time old friend." she smiled. "Do you still remember that dance step from your third Grand Gala?"

Sundancer tried to get to her hooves, and with some effort made it on the third try. She danced out a complicated step, but never quite shed the profoundly tired look she wore. After a bit she yawned again and laid down in the soft grass.

"That was a good one... Took those ponies months to learn it properly..." She smiled at the memory.

"It's good to see you again dear... You do know that I love you."

"I love you too Sundancer, sleep well."

The translucent pony laid her head down and faded away as a tear ran down Celestia's face.

Twilight looked on in shock.

The princess sniffled and wiped away her tears before getting shakily to her hooves.

"You asked me how one copes with immortality... I admit it is hard, but with time one learns... to accept it."

At length she walked slowly down the hill, Twilight trailing behind her. After a long silence, Celestia answered the unasked question.

"Several hundred years ago, a group of powerful nobles were plotting my downfall and I needed something to distract them. Sundancer was just a foal, young enough to be without her cutie mark, and it was she who idly wished she could teach them all to dance so they wouldn't bother me. The idea was brilliant, and with her help, I started an elaborate series of regular dances that changed from week to week, growing more intricate and complicated each time and robbing the nobles of either their prestige or their plotting time."

She smiled at the memory. "That's how she earned her cutie mark, and I appointed her the court dance planner shortly thereafter. She loved the job, and over time, we grew... closer. Very close indeed..."

She sighed as she hung her head. "But all good things must end. Only one of us could grow old together, but she didn't mind. She just reveled in the time we had together..."

"Princess, I had no idea! I'm so sorry." Twilight stood up and hugged her mentor as she sniffled.

Celestia let herself be comforted for a moment before drying her eyes and standing up.

"Thank you, Twilight. As you can see, there are ways to talk to those who have moved on, but the result is usually similar to what you saw here today. The very magic in the air records the life essence of each of us, so no pony is ever really gone, but rather they wait, sleeping peacefully until some future need calls upon them."

Twilight was still shaken from these new revelations, but even now she could see the problem. With some trepidation she asked. "Are they all that... sleepy?"

"Yes. If I were more upset, she might have been able to stay awake longer to help me though it, but only by a few minutes more. You will soon be strong enough to craft a jewel of your own and perform this spell. With any luck it will still be many, many years before you need to use it."

A cold wind seemed to blow right her, and Twilight shuddered. "But there must be some other way! You granted me my immortality, can't we do the same for others?"

The Princess smiled down at her as they walked. "No, Twilight, your hard work and determination did that. I just was just there to help. In all my years, only a tiny number of ponies ever manage what you have."

Images of Applejack in Sundancer's condition flitted unbidden through her mind and Twilight cringed.

"But there has to be another way! Ponies beyond count must have studied this problem; you're saying that not one ever came up with a way out?" She ended in a pleading tone.

Celestia came to a stop and seemed to be wrestling with some internal conflict. After a moment she seemed to reach a conclusion and her serious expression softened into a smile.

"There is one who managed it. A crotchety old friend of mine from a long, long time ago." Her smile spread into a trolls grin. "Why, he must be over a thousand years old by now..."

Twilight waited expectantly for a moment, then blurted it out.

"Well?!"

"I think you're actually rather familiar with his work. He should still be living in the icy mountains to the north... You would know him as Star Swirl the Bearded."

The sound of mental gears grinding was clearly audible in the quiet meadow. "You mean _the_ Star Swirl the Bearded? Inventor of the amniomorphic spell?! He's alive?!"

Celestia just chuckled.

"As far as I know, yes. It's been a long time since I've spoke to him, but if you like I could send him an invitation to come see you."

Twilight was hyperventilating now as the implications of this sank in. "The most talented unicorn in equestrian history is _alive_ and he might be _willing to talk to me_?!"

Celestia just nodded, and for the first time in many years, the old graveyard knew a squeal of delight and glee.

…

With a flurry of sparks and soot, the Princess's message materialized out of the fireplace and flew across the room, striking the sleeping unicorn in the head. With a groan he slowly woke, grumbling as he pulled his back hooves out of the cedar chest and up onto the bed he had gone to sleep in. His horn glowed as a simple spell banished the cold ache from his old bones, and with a sweep of his magic, he set the water to boiling and got up to pour himself a pan of coffee.

'Nearly out of coffee again... Have to pick more up the next time I go into town...'

He looked out across beautiful snow-capped mountains visible through the window of his small kitchen and grumbled as the bright sunlight assaulted his eyes, but soon the coffee spread through him, and he gradually woke up and noticed the scroll waiting for him on the floor.

'Mail for me? No one has sent me anything in ages now... Who would even know I'm still up here?'

He unrolled the scroll and pushed it across the floor to where he could see it better.

"Ha! Celestia, you old goat, I should have known it was you." He laughed as he scanned the letter. However as he read further, his good humor melted away. There was another pony who wanted immortality, not for themselves this time, but for their friends...

"Hmmm... That's certainly different..."

He read on. This time it was a very gifted unicorn who had long studied his work and who had just earned the rank of Princess.

"Wait... _Princess_? It's a mare?!"

He read on in mounting astonishment as Celestia detailed the many accomplishments of _Ms._ Twilight Sparkle, and her impressive aptitude for learning and now writing new spells. Celestia made a point to include the spell that had earned Twilight her new rank, and Star Swirl sprayed coffee all over himself as he read the last section.

"She cracked _that_ spell?!" He shouted as he sputtered and choked. "And as a mare?!"

He finished the letter which ended with a simple invitation to meet this 'Twilight Sparkle' at her home in Ponyville should he decide to offer his help.

Star Swirl remained still for a long time thinking it over, but was brought back to the present as the coffee in his coat gradually cooled until he began to shiver. With a grumble of irritation he grabbed a towel from across the room and pulled it over so he could use it to dry off that which he couldn't shake out.

'So... Celestia has a new protegee, a girl no less, and she wants to save her friends... What's more, she has the foresight to deal with the issues now while there is still time... Perhaps I _should_ go and meet this one... If she's half the mare Celestia describes, this could be very interesting indeed.'

With a thought he pulled himself together and plucked his traveling clothes from their pegs by the door. It took a few minutes to pull the sleeves all the way down to his hooves, and get the cloak and veil to hang right over his head, but soon he was ready. With an effort his horn glowed, he pooled his magic and disappeared in a flash of brilliant white light, teleporting the considerable distance to the distant town of Ponyville.

…

Back at the library, Twilight was seated before a small mountain of books, frantically trying to read three at once when Spike came down the stairs. He paused to feed Peewee, then seemed to notice Twilight's agitated expression.

He sighed.

"Twilight, you know you're not supposed to read more than one book at once. Remember what happened the last time you tried to do that?"

Her response was clipped and spoken at such a speed that all the words ran together.

"Yes! The last time I tried to read more than one book at once, I used a spell to read one book with each eye and I wound up nearly blind and had to go to the hospital and the doctor made me wear a blindfold for a week and eventually my eyes healed and Rainbow Dash stayed with me the whole time and she read a book out loud so I wouldn't go crazy and I was so happy to have her there and I said I would never try to read two books at once again!"

There was a moment's silence as Spike's brain caught up with her tirade.

"Uh, yeah... The 'Reading Rainbow' incident." He looked at her again. "And now you're doing what exactly?"

"I'm not reading two books at once, I'm reading _three_ books at once!" She said as her head whipped rapidly from one to the next and back again at a speed that made Spike dizzy. As an afterthought she added. "Also, my neck is really hurting for some reason."

Spike walked around in front of her and grabbed her head in his claws, forcing her to look at him. Her eyes kept bouncing left and right for a moment before slowing to a stop and settling on the dragon before her.

"Twilight," he asked patiently, "what is going on?"

"I'm studying all the works of magic that Star Swirl the Bearded ever wrote, because he's not dead, and he's over a thousand years old, and Princess Celestia sent him an invitation, and he might be knocking on our front door any minute!"

Spike gave her a long skeptical look.

"So an unknown alicorn prince is going to be knocking on our door for dinner tonight?"

That seemed to finally break her out of her train of thought. "No Spike, he's a powerful _unicorn_ who's figured out his own way to immortality."

Spike suddenly looked concerned. "You mean he's a zombie pony?!"

For the first time in several days, Twilight laughed, a smile spreading across her face.

"No, Spike, I don't know all the details yet, but he's not a zombie. Star Swirl the Bearded was one of the greatest unicorns of all time! And now-"

She was interrupted by a loud knocking.

Her voice fell to a whispered squeak. _"He's knocking on my front door!"_

Spike looked suspiciously at the door for a moment before apparently deciding that zombies didn't knock. He walked to the door and, with a last glance over his shoulder at Twilight, opened it with a flourish. "Good afternoon. And who might I say is call-"

He never finished the sentence. Before him stood a unicorn stallion wearing, not the costume of bells and tassels Twilight had worn for nightmare night, but a simple gray robe that covered him completely, unadorned but for a single lonely bell near the ground. Where his hooves emerged from the bottom, gray sleeves were pulled all the way down to the top of each hoof and secured with a drawstring. A hood shrouded his head, and a gray veil was sewn across the opening of the hood, giving no hint of what lay beneath. The only part of him that showed besides his hooves was his horn, emerging from the top of the hood and secured with a drawstring as well.

"Is this the home of the famous witch, Twilight Sparkle?"

His voice was masculine, but formal and tinged with age, reminding Spike sharply of some professors Twilight had met during her schooling. He puffed himself up before answering. "Hey, Twilight's not a witch! And who are you anyway?"

He seemed mildly annoyed. "I am Star Swirl, a great wizard in my day, and I have come to this town to meet with a famous witch of some renown. Do you know where she may be found?"

Twilight walked up behind Spike and gently pushed him aside as she willed herself calm. "I am Twilight Sparkle. It's nice to meet-"

She too trailed off as she took in his appearance, but he didn't seem to notice, and if anything, perked up at the sight of her. "So you are the protegee..." He extended a hoof and shook hers as he continued. "The famous witch of this land who mastered that spell that even I could not?"

Twilight felt like Fluttershy as she meekly shook the hoof of one of Equestria's greatest wizards. "Um... Yes, that would be me..." She replied, blushing.

"And you accomplished all that as a mare! You must be very proud."

Twilight and Spike both felt like they had been slapped.

"_Excuse me?!_" Twilight asked, raising her voice and stepping forward.

The figure before them cocked his head to one side. "Is something wrong?"

Spike put himself between the two of them. "Did you just call Twilight a girl?!"

There was a moment's pause, and when he spoke again, his voice carried a note of confusion.

"I am merely trying to compliment you on overcoming the inherent inferiority of your gender. I have lived a long life, and while I have seen many great wizards come and go, witches are much more special. Between the burdens of caring for a husband and the children, very few mares find the time for serious study."

Spike looked like he was about to roast their visitor's hooves, but Twilight put a hoof on his shoulder and closed her eyes as she silently counted to ten. 'It was a different time. I hadn't thought of this, but if he really has been living in a hermit's cottage for hundreds of years, he wouldn't know any better.'

After a moment she opened her eyes and smiled icily at him.

"Well yes, I am rather proud, and I thank you for the compliment. By that same token, I won't hold the inherent chauvinism of your generation against you. You can't be expected to know any better."

The figure looked from one to the other, and apparently decided they weren't joking. When he answered, his tone was oddly hopeful.

"I... appreciate that. It seems some things have changed since I have been gone. I almost did not answer your request, but it has been so long since I met a mare I could talk to about anything of substance..."

Across the street, Rarity caught sight of the trio and as she saw the figure in robes, she promptly dropped all the bags she was carrying and feigned a fainting spell.

"Rarity!"

As Spike ran to help his lady, Twilight mentally face hoofed and tried to think of a way to take their conversation somewhere else that would save them from the impending arrival of the fashion police.

"Uh, hey, would you like to join me for an early dinner this afternoon? I know some good restaurants in town."

There was silence for a moment, broken only by Spike frantically fanning rarity with a ostrich feather fan she 'just happened' to have dropped beside her.

It had been a very long time since Star Swirl was taken by surprise, but being asked out to dinner by an attractive and brilliant young mare... An unthinkable breach of decorum in the world he had left behind... Perhaps he had been away from Equestria too long after all.

He closed the distance between them, and she could feel the silky gray fabric brush against her coat as he took up a place beside her. "I would like that very much, but if I might chose the venue?"

She felt uncomfortable at this unexpected invasion of her personal space, but she nodded her approval as she stepped back.

"I know a place where the sunset is just brilliant at this hour." He added, gesturing to the sun, still sitting half way up the dome of the sky. Before she could ask, he once more closed the distance and lit his horn surrounding them in a brilliant bubble of white light, and with a quiet 'Pop' they were gone, his long distance teleport leaving a small burn mark on the grass were they had stood.


	2. A Difference of Time

Chapter Two: A Difference of Time

Twilight and Star Swirl flashed into being on a rocky outcrop overlooking the sea to the west. The sun was already sinking into the mist that obscured the horizon, and its usual brilliant yellow color was tinged orange and red by the mist hanging over the ocean.

Twilight gaped as she took an involuntary step forward. "It's beautiful! But there are no oceans within a thousand miles of..." Her words stumbled to a halt as the feeling beneath her hooves changed. It felt almost as though she was walking on a charged plate that clattered like glass beneath her. She looked down - and screamed.

_There was nothing but air beneath her!_

Spread out beneath her hooves, the jagged rocks fell away thousands of feet below her, down and to the west where they met the sea at a beach of gravel and boulders. With a desperate effort, she beat her wings and took off in a hover, and only then did she look back.

Behind her, Star Swirl's horn was glowing with a dim white light, creating a nearly invisible platform of transparent glass that protruded over the edge of the cliff face she had just walked off. He cocked his head to the side, and the platform became a staircase from her hooves back down to the rocky ledge.

He chuckled softly. "I'm glad you like the view, though I think your wings arrived just in time."

After a moment to get her racing heart under control, she settled back onto the platform, blushing beet red, and descended the stairs to rejoin him on the edge of the cliff.

"I'm sorry, I didn't mean to frighten you," He added sincerely. "but you gave me quite a start there. It has been some time since I last used that spell."

Twilight looked down again and shivered, unconsciously stepping closer to him as the cool sea breeze blew through her mane and ruffled his cloak. They stood still, enjoying the view and the salty sea air together for several minutes as the sun set.

She looked up at him. "I thought you were taking me to a restaurant?"

His tone warmed as he responded. "Of course, just follow me and watch your footing." And with that he set off down the hill and through the meadow of wildflowers toward a modest wooden building that sheltered under a stone ledge. A dark shadow swept past their hooves, and Twilight looked up to see a group of griffons flying in to land outside the building and settle down at a table to order.

"We're in the Griffon Empire?" She asked in amazement. "But that's..."

"Thousands of miles from Ponyville? Yes, it is, actually. If you would like, I can teach you some improvements to the standard teleportation spell that will let you do this, too."

She nodded numbly, her mind still reeling from the scale of the trip they had just made. "That would be great..."

The restaurant was about half full, and there were a few ponies, mostly pegasi, scattered among the predominantly griffon clientele. They took a seat at an outdoor table a little distance from the nearest customer while Twilight perused the menu. With more than a little trepidation, she noted that the menu contained a pony section with fare she was used to, and a griffon section with food she was not. Looking across the tables, she could see (and smell!) a group of griffons devouring a meal of ham and chicken, ripping the pieces off with their sharp beaks and talons.

She swallowed hard, and glanced at a table of pegasi who didn't seem to care what their neighbors were eating. "I've never been to a griffon restaurant before... Academically I knew what they ate, but seeing it first hand..." There was a loud crunching of bones as a griffon at a nearby table took a bite out of a Cornish game hen as though it were a Popsicle, and Twilight couldn't help but wince.

Star Swirl looked around and seemed to realize what she was feeling. "Oh! My apologies! I assumed from what the princess told me that you had already traveled abroad and were used to different cultures. We don't have to stay if this makes you uncomfortable."

He made to to get up, but with an effort, Twilight forced a smile and waved him back down. "No, no, I'm sorry. It's not my place to judge, and I _have _always wanted to travel, but... compared to you I'm still very young. I haven't had the opportunity yet."

He inclined his head to one side, and she smiled in answer. "I would be happy to eat dinner here. I'll be fine."

Star Swirl nodded his approval and set down the menu. "Just what I would expect from someone as talented as the princess described."

The conversation soon worked around to some of his more prominent works, and the waiter took one look at the two of them and smiled before skipping their table and moving on. They worked over the mechanism of time spells, their construction and execution, and the risks of using them as the sun sank below the horizon, and the stars emerged overhead, helped by the soft flickering torch light from the edge of the restaurant. Twilight had just finished up the story of her miss-adventure with a 'back in time' spell she had used one memorable Tuesday morning, and Star Swirl was leaning back in his chair, laughing appreciatively as she lingered over the funny parts.

"I had no idea that spell of mine would cause you so much trouble!" They both chuckled as he continued. "If I had but known, I would have put in a more explicit warning."

"Oh, it's okay. It worked out all right in the end."

There was a contented silence between the two of them, and looking up, Twilight was surprised to see how late it had already gotten. She blushed a bit, wondering just how long she had been here with this famous stallion as the waiter arrived and took their orders.

"Just the daisy sandwich for me, thanks." She said, passing her menu to the waiter.

"The chipped ham for me, thank you." Star Swirl added.

The griffon nodded and took their menus as she left, leaving a shocked silence in her wake. For the first time, Twilight regarded Star Swirl with something like fear, wondering what he was concealing under his cloak.

"Star Swirl... You're a carnivore?!"

The pony before her sighed, and seemed to slump a little as he responded. "An omnivore actually. I can still eat most of what a normal pony can but, after the treatment, meat now tastes quite good. I was a vegetarian for a couple hundred years afterwards, but eventually I gave in, and now I don't really think much of it."

Twilight couldn't help the feeling that something was off about this whole exchange, and in a moment of worry, she threw manners to the wind, and asked the question that had been on her mind since they met. "Why do you wear that cloak? Is it something you need to wear now for...medical reasons, or...?"

A couple of heads turned in their direction, and then carefully looked away. Star Swirl slumped forward and hung his head without answering for a long time, almost as though he were fighting back tears, though she heard no such sound. At last he looked up at her and spoke.

"Twilight, I am hideously, monstrously ugly. It is the price I pay for my immortality. I cannot venture outside without this cloak because all who saw me would run screaming for the hills."

Twilight wasn't sure what to make of that. After the several hours they had spent together, there was no doubt in her mind that she was sitting across the table from Star Swirl the Bearded, one of the greatest unicorns in Equestrian history, but what in the world had happened to his body that he concealed himself so carefully? Looking again she couldn't even see his tail, nor even an inch of his coat. Only his horn emerged from the top of the hood, and even his face was concealed behind the gray veil.

She couldn't help feeling sorry for him as she asked softly. "It couldn't be that bad... Certainly I wouldn't scream or run away-"

His response was immediate and heartfelt. "Yes, you would." His head inclined sharply, and she could feel his gaze as he scrutinized her closely. "Every single pony and griffon who has ever seen my true face has had exactly the same reaction. You would be no different. My body is hideous, and it is no accident that after nearly a thousand years, only a tiny hoofful of ponies have used my methods to gain their own immortality."

With some difficulty, Twilight pushed aside her doubts and pressed ahead. "But it does work, you're living proof of that! I know whatever spell you used has side effects, but I still need it to save my friends' lives. They should all still have many years of healthy life left, and maybe with that time I can do something about the side effects, but first I need to know how you did it!"

There was a long silence that stretched on for a minute.

Then two.

The waiter returned with their orders and left again.

"Well?!" she asked in irritation.

Finally he seemed to make up his mind. "Very well, the basic spell is based upon the spell of lingering, but-"

"The spell of lingering? You mean that obscure spell that anchors the soul to the body for a few days, or as long as the body remains intact?"

"Yes, that is the fundamental building block, but before we continue in greater detail, I must ask an uncomfortable price in exchange for this information."

Twilight swallowed again, but pressed ahead anyway. "And what would that be?"

"One night of your services." he answered simply.

Her face registered confusion as she stared back at him. She couldn't imagine a stallion like Star Swirl needing help organizing his personal library, though perhaps he was more the absent-minded professor type... wait. Most of her best alphabetization and subject-specific sorting spells, he had developed. This made no sense.

"My services? What are you talking about?"

"Twilight, I have seen something in you I have seen in no other for hundreds and hundreds of years. You have shown me not just kindness, but a brilliant mind that could be the match of my own. Surely you know how tiresome it can be, talking to those who have no understanding of the more complicated magical arts?"

An image of Applejack flashed to mind, and Twilight irritably pushed it aside. "That can be true, but I still don't understand what you're asking for."

"Well, surely a young lady of your intellect and breeding is one of the most sought-after courtesans in the land, especially being Celestia's prize protegee!"

It took her mind a moment to process what he had just said, but then her eyes went wide and she shoved her chair away from the table, nearly shouting it out before she remembered they were still in a crowded restaurant. She carefully sat back down and leaned in to whisper across the table with considerable indignation. "_**Mister**_ Swirl, _I am not a prostitute!_"

He seemed honestly surprised by this, sitting up very straight as he realized his mistake and tried to apologize. "Oh... Oh Celestia, I am so sorry!"

Twilight thought back to her history lessons on the time Star Swirl had lived, the Percheron era, and despite herself began to smile at his mistake. It was true, that had they still been living in his time, a beautiful (she blushed as she realized he had meant it,) young mare with her level of education and ability to converse comfortably with stallions as an equal would almost certainly have been exactly what he thought. The only other females who might take an interest in 'masculine' subjects without serious social consequences and ostracization were either little fillies too young to know better, maiden aunts and spinsters who needed something to occupy their time, or, of course, governesses, though their studies were significantly more limited and, if Rarity's romance novels were anything to go by, governesses tended to better their social position not by academic achievement, but by the simple and elegant fix of bedding and marrying their employers' grown sons. Star Swirl wasn't being rude at all, and if he had to mistake her for...one of those, he'd managed to do so in what she had to concede was still a remarkably flattering way. (The fact that she had rather enjoyed some of Rarity's novels featuring mares who _weren't_ governesses or maiden aunts was beside the point.)

As he continued to grovel, she couldn't help but smile and then laugh at this ridiculous comedy of manners she found herself in. He stopped as she laughed, and with some effort she managed: "It's okay, I just forgot what time you were from. It's all right, really. I realize you didn't mean any insult."

His penitent tone was still clear as he answered. "You are gracious beyond words, my lady. Thank you so much for tolerating a lecherous old stallion's mistake."

She shook her head as she agreed. "Really, I can see how you might have thought that. But times have changed for the better, and the old rules don't work that way anymore."

He seemed to consider that for a moment before asking; "Does that mean you would turn down my offer of marriage?"

Her mouth fell open in shock as he pulled out a ring bearing a glowing white stone that pulsed and shown with a brilliant inner light. Even from across the table Twilight could feel the considerable magical power bound up in the ring as it pulsed in time with the light like a living thing. Her mind reeled as she realized what she was looking at.

'A ring of magic like that can increase by _an order of magnitude_ the raw power available to an experienced caster, enabling amazing spells of incredible power to be cast! This is even more powerful than the Alicorn Amulet, and it draws a considerable portion of that power from the love shared between the one who makes it and the one who wears it. The skill to make a ring like this was supposed to be lost to the ages! _No one_ now remembers how to make a ring like this, and here he is, offering to _give_ me one?!'

He remained still, holding the ring in his outstretched hoof.

'Oh Celestia, he's actually serious! One of the most powerful wizards that has ever lived wants me to marry him!'

After a moment she looked up into his face, her eyes wide. "I don't understand! Why are you doing this?!"

He set the ring carefully down on the table before her as he explained.

"Twilight, you don't get to be my age without learning how to take the measure of a pony. Based on what I have seen in your heart, I know you to be a brilliant, intelligent, and loving mare. You are truly a special pony, and it has been a very long time indeed since I have seen anyone like you." He gestured self deprecatingly to himself. "It has also been a long time... A very long time indeed... since anyone has loved me." He hung his head in shame. "To be loved by you, and have the chance to love you in return, if only for a night... would mean more to this old stallion than you might believe."

Twilight was still struggling to find the words. "But if you only want...physical love..."

She could see his body quiver as he gave a long and bitter laugh. "Ha! No, I do not lack for the mere physical." He reached into a pocket of his robe and removed a small drawstring bag that he levitated under the table, bringing it to rest on her lap. As he let go she could feel it was surprisingly heavy for its size, and like the ring, pulsing with the strength of the spells woven through it.

She looked up at him in deepening confusion, but he had used his magic to levitate the bowl of chipped ham under his cloak at the waist line, tucking it away while he silently waited for her reaction.

Looking down again, Twilight opened the bag to find a very realistic and explicitly ...phallic toy, apparently made of smooth metal that was actually warm to the touch. She blushed despite herself as she quickly realized the design: This was what mares behind closed doors gigglingly refereed to as a 'proxy,' a reproduction that would send back all its feelings and sensations to the unicorn, mare or stallion, who wore the receiver ring that slid over their horn. Truth be told, in the first months after she hit puberty many years ago she had purchased a mail order version of such a toy and performed extensive... experiments on it, and at least to her mind, had gotten to be quite skilled indeed over the years, though she had not yet had any... independent verification. She was at once shocked to think of someone whose work and wisdom she had admired for so long _knowing_ about such a thing, let alone owning one, and at the same time...vaguely fascinated.

She had always thought of Star Swirl the Bearded in the way one thought of Clover the Clever or Smart Cookie, a historical figure whose brilliance shone down through the ages and whom little ponies pretended to be while playing -if they wanted to grow up and be librarians. The idea that Star Swirl was...well..._a stallion,_ with a stallion's desires, hopes and...needs..._well..._

Blushing bright red she looked back up to see that he had already finished his meal, the empty bowl resting on the table.

"So you use ...magical substitutes to...erm, meet your needs?"

Star Swirl simply nodded. "Yes, but that is no mere toy. From your reaction I can tell this is not the first time you have seen one of these, but it _is_ the first time you have seen the original."

'He's over a thousand years old and...' She couldn't help but blurt out. "You _invented _these?!"

He simply nodded.

"But I always thought the stallion who invented these lost …his in a tragic accident! It's history's most memorable 'necessity is the mother of invention' story."

He chuckled ruefully. "Not an accident I'm afraid, just another side effect of my longevity." Twilight's eyes widened as he continued. "That particular proxy is bound permanently to me and woven though with at least a dozen major spells of my design, and over a hundred minor ones, all designed to satisfy a mare. Because of that, it has been passed around through some of the best brothels throughout Equestria and beyond." He looked at her levelly across the table. "So, no, Twilight, I do not _merely_ desire your body." He added earnestly. "I have plenty of failings, but I would never insult you like _that_."

Twilight was having trouble taking all of this in, and she seized upon her meal to buy herself time to think. The sandwich was surprisingly good, and as she ate, she tried to figure out what to do.

'Okay, so he's brilliant and old and charming and famous and he wants to love me. Deep breaths, Twi, deep breaths.'

She took another bite of her sandwich and chewed slowly.

'He's also old enough to be my great grandfather a hundred times over, he's hideously disfigured some how, and he's so out of touch with this _century_ that he mistook me for a high class prostitute.'

The sandwich really was good, the blend of spices and herbs just right to compliment the slight tinge of salt floating on the breeze.

'And he has really good taste in restaurants, and he holds the key to saving my friends, and I could learn _so much_ from him, but he wants me to love him, but if I don't do anything, I'll outlive all my friends, but if I _do_ take him up on this they might not want to be immortal, but if they do and I don't...'

Her thoughts continued to run in circles through her mind as her sandwich rapidly disappeared. Across the table, Star Swirl waited patiently and seeing her state of mind, quietly called the waiter over and had her replace each sandwich as it was devoured.

Twilight was dimly aware of her sandwich changing its flavor as her mind continued to churn. The moon rose over the horizon, the stars moved overhead and the restaurant gradually emptied out. She gradually became aware of a fullness in her stomach and a burning sensation in her mouth. Looking up she saw they were the last patrons left, and that the staff was starting to give them dirty looks. Also, a glass of milk had appeared on the table by her plate while she was distracted. She looked up at Star Swirl and felt a twinge in her gut.

"Oh... That sandwich was bigger than it looked..." She groaned as she looked at the glass. "And what's this for?"

Star Swirl just shook his head in amusement. "Twilight, I've watched you savor seven different sandwiches since we arrived. You've tried their entire pony sandwich menu, and that complimentary glass of milk goes with the habanero pepper sandwich you're so elegantly, sensuously enjoying now. I realized that mares now are more liberated from the tired social conventions of my era, but to see one with a healthy appetite is invigorating after those frivolous fillies who minced and tasted, only nibbling the tiniest little tea affairs that wouldn't satisfy the common rabbit. How I'd love to travel with you and taste the cuisine of empires, knowing that you'd _really_ _enjoy it_."

Suddenly she understood why her eyes and mouth were burning. The half-eaten sandwich fell to the plate and she gulped down the entire glass in one go to extinguish the fire in her mouth. As she finished, gasping for breath, Star Swirl called their waiter over and paid the tab, placing a hoof kindly on her shoulder.

"I'm sorry, Twilight, I don't mean to put you under undue stress, but I can't help the feeling I've just met someone very special. You don't have to decide now. I'm planning to stay the night in Ponyville tonight and leave sometime tomorrow."

Twilight got unsteadily to her hooves, and before she could say anything, Star Swirl stepped in close, the world flashed white, and they were standing at the front door of her home in the deepening shadows as the stars winked into existence overhead. Star Swirl wished her a good night and walked away down the street leaving Twilight standing dumbstruck on her front stoop.

It was only after she stepped inside and closed the door that she noticed she was still carrying the small gray bag.


	3. Uncensored History

Chapter Three - Uncensored History

Twilight looked uneasily at the small bag before setting it away on a shelf by some letters and beginning her search for any book she had on the spell of lingering. She soon had several different books open to various chapters.

"I may not be able to figure out all the details, but I should at least be able to get an idea of what he did..." She flipped the text on surgical best practices open to the section on lingering and read aloud.

"When a pony is undergoing risky or dangerous surgical procedures, some ponies may elect to cast the lingering spell beforehand. In the event that things go very wrong, and the patient dies on the operating table, the patient's soul will emerge as a translucent but fully cognizant pony, linked to their body by a short magical chain. The effect will last until the body begins to decay, usually a few hours at room temperature, or a day or two with refrigeration. This buys time for a pony to say goodbye, and for the settling of any last will and testament. 

"While some have attempted to use this spell as a life-prolonging tool, even freezing the body only buys a week or two before freezer burn distorts the body enough to break the link. It has been theorized that supercooling or cryogenics might allow circumvention of this obstacle, but at date of publication, we know of no successful attempts."

She thought hard for a while. 'So the spell of lingering binds a pony's soul to their body for a short time after they die... Well, he's clearly not frozen, and who would want to live life as a frozen statue anyway? No, there has to be something else...'

She selected a book called 'The Mechanics of Spell Craft Twelfth Edition', and looked up lingering. "The spell of lingering will stay in effect, for several years without renewal, and is sometimes used to treat out-of-body ailments by binding mind and body together in the living. In a small number of cases, such as heart attack or drowning, a victim has been able to signal for help after they come loose from their body, and once life is restored to the body, the soul re-enters and binds it back together."

Spike walked in as she was talking, listening curiously. "Hey, Twilight, what are you looking for?"

She put the book down to give Spike her full attention. "I'm trying to figure out how Star Swirl managed to use this spell as a path to immortality..."

Spike shook his head as he began sending the evening mail to the palace. "Yeah, there was something weird about that guy... Did he tell you why he wears that getup?"

She sighed in exasperation. "No, all he would say is that he was really ugly, and that I would scream if I ever saw him. Then he asked me to marry him."

There was an explosion of green fire as Spike choked, sending the entire top half of the bookshelf to the palace in the process.

"He did _what_!?"

"He proposed! Of course that was after he mistook me for a..." She looked at Spike and decided to skip ahead. "And then he offered me a ring! And I accidentally took home his..." She glanced up at where the small gray bag had been. On the shelf that Spike had just blasted.

Twilight face hoofed with an audible 'clunk'. "Oh Celestia, I'm never going to hear the end of this."

Spike looked confused. "The end of what? I didn't mean to, but we do send the palace bits of furniture from time to time." he added with a shrug.

"Um... Nothing, don't worry about it." He simply nodded, but before he left the room Twilight hastily added. "Oh, and Spike? If anyone sends us something that makes a clank when it falls, don't look at it, and just leave it alone, okay?"

Spike was about to object, but one look at her expression made him bite his tongue. "Okay, I just hope you don't see any more of that guy. He sounds kind of weird."

Twilight shook her head as he left. 'I pray to Celestia that thing is fire proof...'

Without any other recourse, she continued her study of the book. 'Okay, so the spell can bind mind and body together, and there is a short window where, if the body comes back to life, the soul can bind back into a body even if it used to be dead... But no one recovers from death by old age... How in the world would he get his body to come back to life? If he could do that, he wouldn't need the spell!'

She threw down the book in frustration. "Arggh! This isn't getting me anywhere! There has to be some other way to deal with this..."

Her mind wandered back to other ponies who had dealt with this sort of problem before her. 'Pony and the Beast', and 'Phantom of the Theatre' both jumped to mind, and she tried to remember what those characters had done, and how it had worked out.

Slowly, a new plan began to form in her mind.

…

Applejack was washing up after dinner when there was a knock at the door, and Twilight burst into the room, panting and out of breath.

"Applejack, I need your help!"

That got her attention. "Of course Twilight! What's wrong?!"

"I need you to get me drunk and drop me off at the hotel!"

Applejack just stared at her.

"It's for your own good!"

Applejack felt her eyebrows raising up towards the ceiling as she asked in concern. "Uh, say what now?"

Twilight sighed in exasperation. "There's this really ugly guy, and I think I kind of like him, but he's got all the pony skills of a wet dish towel, and he's never had friends, and I need to convince him that he's not as ugly as he thinks he is, so I need you to get me drunk while I practice my poker face, and then I need to go look at his face and tell him it's not so bad, but I'm not sure I can do it on my own, and that's why I need to practice and get drunk first."

What followed was one of the _strangest_ arguments Applejack could remember ever having, but after a few minutes she passed Twilight her first hard cider, and things proceeded from there. In half an hour, Twilight was having considerable trouble staying upright, and Applejack had grasped the basics of what was going on. Fortunately for everyone involved, Twilight had put a guiding charm on herself before she arrived that would lead her unerringly towards the room that Star Swirl had rented for the evening.

After mistakenly pounding on the wrong door for a few minutes, Twilight arrived at the correct room, and knocked loudly until the robed figure opened the door. With quick shove, she moved past him and into the room, closing the door behind her.

"Star Swirl, I'm here to show you that you're not as think as you ugly you are," She slurred.

The robed pony took an alarmed step backward as the smaller purple mare advanced on him. "You wanted to spend the me with night, but a relationship is not built on lies, its built on truth and honesty and bunnies..." she seemed to trail off for a moment, "they're fuzzy and cute..."

She stumbled and almost fell over as she continued. "And you said I wouldn't be able to look at you without screamin' an stuff... You're going to take that thing off right now so I can wrong you prove!"

Star Swirl took a seat in a chair and gave an exasperated sigh. "Twilight, you're drunk. _Really_ drunk. Also, I think I may have left my prosthetic with you. Did you even remember to bring it with you?"

Twilight seemed to consider this. "No... I accidentally sent it to the castle with the post mail... and some fire..."

There was a grunt as the stallion face hoofed. "Ah, so that's what that was..."

Her face fell as she continued... "Yeahhh... I's sorry about that..."

He sighed resignedly. "Don't worry about it. I can recall it any time I need to, and if its' wound up in the bloody Canterlot post office, then I really should-"

"And off comes the mask/veil thing of badness!" Twilight yelled as she whipped the covering off his head.

Star Swirl jumped, then cringed as she laid eyes on his face for the first time. Twilight wore a quizzical expression, but after a moment, she reached out and petted him. "You're a cute an fuzzy pony you are!"

The laughter started small, but soon built up to a roaring, heartfelt, belly aching laugh that had them both collapsing on the floor with mirth and relief.

"Oh, Twilight, you are a greater mare than I could ever have hoped to meet."

"Oh, I'm not that great. I spent like, an hour, tryin' to figure out how you did that spell thing you do... Couldn't figure it out for the me of life!"

He wrapped a hoof around her shoulder, steadying her. "Well, you must have looked up the lingering spell, and one as sharp as you would have realized that the spell will re-introduce the soul of a pony if the body comes back to life."

"Thass right! But if you could bring your your body back then yous don't need the spell!"

His voice took on a warm tone as he guided her. "Ah, but did you look up how the spell defines 'life'?"

Twilight's eyes slowly crossed as she answered. "No..."

"Well that's the key. With a little tinkering, you can get a wider window before your body has to be 'back to life', and what the spell checks is that most of the material that makes up your body is incorporated in living tissue. The spell isn't smart enough to be picky about which living tissue."

She looked at him through squinted eyes for a moment. "So that's how you did it! Has brilliant!" She staggered again, and when he caught her she stroked his coat again. "But that means all of you has to be all fuzzy from now on... I's sorry Swirl Star." She said as she hugged him.

He rested his jaw on her back as he held her close. "It's okay Twilight... You get used to it eventually." After a moment he pulled away and fetched something from his saddle bag. "Hey, how about we play a little game?" He said with a hint of sadness as he held up a padded blindfold. "Why don't you put this on, and we can keep talking and we'll see what we can teach each other."

Twilight smiled as he passed the buckles behind her head and pulled them tight, blotting out her sight. "That sounds like fun..."

"Yes, just remember, the goal of the game is to not take it off until morning, and then remember what you saw tonight. Do you think you can do that?" he asked in a pleading tone.

"Shurrrre, is no problem at all..." Twilight slurred. "Now tell me all abouts how you got that spell to work..."

…

Twilight woke slowly that morning to the feeling of someone's warm coat pressed against her on all sides. She could feel his breathing on both sides of her, on top of her, and against her head and hooves, even snuggled up tight against her rump like being wrapped up in a warm living blanket. She lounged sleepily for a few minutes, just enjoying the feeling of being warm and safe and hugged on all sides. There was something pressing against her face, but she didn't really care, and she dozed off again.

A few hours later, Twilight gradually woke again, feeling the warm embrace all around her, and finally, her memories of yesterday started filtering back. She had met a guy, a really smart and kind of sweet guy, and he had worn a cloak, and then she had gone to Applejack's and asked to get drunk and then...

Try as she might, she couldn't remember anything after that.

With a mumbled groan she rolled over in the bed, trying to see the clock to tell what time it was, but her eyes just weren't working right. The furry warmth that surrounded her didn't seem to like being laid on, and she could feel the stallion she was sleeping with puling his legs out from under her.

Wait.

Stallion?!

With a shout Twilight sat straight up in bed, and around her she could fell the warm fur coat pull away from her. She struggled to see, only to realize she was blindfolded! She tugged frantically at the strap, and in a moment, succeeded in getting the blindfold off, only to be blinded once more by the full light of day reflected off the snow caps of the mountains visible through the windows of the small cottage. As her eyes slowly focused, she made out the form of Star Swirl, still cloaked form head to hoof looking at her with what she took to be concern.

"Are you all right Twilight?"

She realized they must be in his mountain cottage, but try as she might, she couldn't remember what happened last night. She didn't feel sore or sticky, so apparently they hadn't _done_ anything, but it was still very disconcerting to wake up in a stranger's bed, far from home with no memory of how she got there.

"Uh... I'm fine I think..." She answered slowly. "What happened last night?"

Star Swirl couldn't help but laugh. "You burst into my room and insisted on seeing my face, claimed it wasn't that bad, and then proceeded to pet me and tell me I was fuzzy."

Twilight facehoofed. "You're serious, aren't you?" She asked in a deadpan voice.

"I'm afraid so, but don't worry, you were charming even while ...a bit the worse for drink. After you started asking hard questions we adjourned here so I could show you some of my more recent work."

Twilight looked embarrassed. "And we didn't...?"

He lowered his head to look her in the eye as she sat on his bed. "Twilight, despite my desires, I would never take advantage of a mare like that. I blindfolded you and we stayed up talking into the early morning. I also had you drink a lot of water, so with any luck, you shouldn't have the hangover you so richly deserve after that stunt."

Twilight put a hoof on her forehead, and found that she was, indeed, free of any headache or hangover.

"Wow... thank you, I feel just fine and-"

About then her bladder made its displeasure known, forcing her to cross her legs under the blankets.

"Uh, could you show me to the little fillies' room please?!"

He stared blankly at her for a moment. Not hearing a response, she looked rapidly around the little one room building, and then to the snow outside.

She cringed. "Right. Outhouse."

And before he could say anything she threw off the covers and bounded out the door into the snowy alpine field.

There was no sign of any other building.

She ran a complete circuit around the house in growing distress.

There were no buildings, nor even any trees or bushes for at least a mile in any direction, just the beautiful mountain landscape. Star Swirl opened the door and found her frantically crossing her hooves.

"Uh... I'm sorry Twilight, I hadn't thought of this. If you'd like I could-"

"Go back inside!" She yelled in a mild panic as nature threatened to get the better of her.

"Oh! Right! Sorry..." The door closed with a quiet thump.

After a few minutes the door opened again as Twilight walked back into the little cabin, blushing just a little.

"Thank you Star Swirl, I really do appreciate you taking care of me after... what I did last night."

"Oh no, the pleasure was all mine." He answered warmly. "It's been a very long time since I've met someone who is such a quick study: You grasped the mechanics of the time spells with an intuitive ease that's so very refreshing."

Twilight's blush deepened as she asked. "So you're not mad that I accidentally sent your prosthetic to the Canterlot post office?"

His laughter threatened to knock him off his feet, and it was almost a minute before he could speak again.

"No, I'm not mad." He began giggling again, and Twilight found herself giggling as well despite her best efforts to remain penitent.

"That is by no means the worst that poor metal tool has endured at the hooves of one spurned lover or another when the stallion who gave it to them as a gift dumped them."

Twilight looked at him, aghast. "You didn't!"

Seeing her expression he tried to stop laughing long enough to explain. "No, no, I mean that some stallion or another would hear about the reputation this thing had earned, and seek it out to give as a gift to one mare or another." He began laughing again as he continued. "I told you this tool has had some adventures of its own throughout Equestria."

Twilight had been attempting to give Star Swirl a withering stare, but it was taking more and more effort to keep from smiling.

"And anyway, it's been at it a lot longer than you have. Why it's probably better traveled than you are."

That was all it took. The image of Star Swirl's prosthetic criss-crossing Equestria having adventures was too much, and her scowl dissolved into laughter. "You terrible old stallion! You're horrible!"

"They didn't call me 'the Bearded' for nothing, you know," he added with a gesture to his hood.

Twilight looked confused. "What? They called you 'the bearded' because you were wise and scholarly, a role model any foal could look up to...that, and you had a beard...didn't you?"

There was a moment of total silence as he stared at her, trying to decide if she was joking. When he realized she was completely serious, the laughter _did _knock him off his hooves, and it was several minutes before Twilight could get anything out of him.

"I'm sorry, Twilight, but it seems the history books _you_ have been reading included a few choice... omissions," he chortled again as she tilted her head quizzically.

"What are you talking about?"

"Twilight, in my time, saying a stallion had a long beard was a polite way of saying he had a long list of romantic partners."

Twilight's eyes were growing wider. "No..."

"Yes, indeed. I was well respected in my time, but those who called me Star Swirl the Bearded did so derisively." He thought about it for a moment. "I suppose I always was rather ...promiscuous of intelligent company, but the nickname really gained in popularity after old Celestia instituted her bell policy."

Twilight was rapidly becoming lost. In her time she had studied her fair share of Canterlot history, but she had no idea what he was talking about, and said so.

Star Swirl laughed again, but explained:

"One punishment that our good Princess Celestia instituted for 'lewd acts' or adultery was for the offending stallion to wear a bell for the lifetime of the lady mare with whom he had... dallied. This had the effect of embarrassing the MALE fornicators and it went a long way toward destroying the sexual double standard which persists in griffon and Zebrican culture to this day." He thought for a moment. "In retrospect, it really was a pretty good idea from a very young and very _female_ diarch who was quite sick of... slut-shaming," he finished, practically spitting the last words.

Twilight was trying not to hyperventilate, her face twitching noticeably as she thought back to the costume she had worn for Nightmare Night. "All... Those... Bells..."

Knowing nothing about her poor choice of costumes to wear to a children's party, Star Swirl simply nodded.

"Well, _eventually_, the small, rounded jingle bells which had once symbolized sexual impropriety came to indicate love and affection." His thoughts drifted back to a history text from a several hundred years ago, and he smirked.

"My popular image as Star Swirl the Bearded was eventually changed into an aged and wise pony with a white beard 'covered in the bells of all who loved him,"' at this, he snorted, "and, at least according to that modern history text, I came to be thought of as a charming, almost holiday-myth figure of benevolent and sexless wisdom."

Twilight just stared wide-eyed as he dissolved into another fit of giggles. 'When I thought he had so much to teach me I had no idea...'

"I imagine that after my appearance had been hastily explained in that way by generations of parents who didn't really want to tell tiny colts and fillies what 'lechery' meant for long enough, the original meaning of my beard and bells was forgotten. My beard was never really as long or elaborate as the one with which they draw me today, but I really did wear the bells, in great numbers and quite large ones too, partly because I really was 'bearded' in that way, partly out of loyalty to the many brilliant mares and even stallions who ...loved me, and partly because if people were going to insist on treating a healthy and beautiful thing as ridiculous, why not BE ridiculous about it and THEN see who felt ashamed, eh?"

It was only at this point that he looked back at Twilight and found her jaw hanging open, wearing an expression much like a parent who has just been informed by their foal that they gave kitty a bath in the dishwasher.

This was not going the way she had expected.


	4. Revelations

Chapter Four: Revelations

Star Swirl seemed to take note of her expression for the first time.

"Oh, come now, I know it may be something of a surprise, but it's hardly my fault if the historians couldn't reconcile wisdom and a healthy sex drive into the same pony."

He put a hoof under his chin. "Now where was I? Oh yes, the bells. Celestia's bell policy also had the effect that stallions who subsequently married the girlfriends or mistresses they had been 'caught with' treated a single large bell as a kind of male engagement ring, which they wore as a symbol of their lady's favor even before the wedding for the rest of their lovers' lives and buried with them or stored sentimentally away when said mares passed on. Interestingly, there were also occasionally mares who took to wearing a lecher's bell as a sign of their commitment to the same-sex lover they were not officially permitted to marry (a sentimental Sapphic engagement custom which, I'm told, persists in some circles even though Celestia legalized same-gender marriage ages ago,) and also some married mares and stallions took to wearing a bell in honor of the third member of a committed ménage a trois, foursome, or, in one case I can recall from my travels across Andalusia and Prance, a polyamorous pentad that ran a grape arbor and winery."

"A pentad?!"

He hurmffed in response. "Well, yes. Honestly, you shouldn't sound so shocked Twilight, you're sounding more like the vapidly blushing virgin than the intellectual giant I know you to be."

Twilight found herself blushing fiercely. "What... what's wrong with that?"

He scoffed. "What's wrong with that? Nothing at all in a school-age foal, but neither of us could claim that innocence at this age. I simply have no interest in virgins."

If this kept up much longer, Twilight was seriously considering tying a scarf around her jaw to keep it from hanging open.

"_What?!_ But all those bells?!"

"Belonged to willing and able mares, and the occasional stallion, who were already experienced, knowledgeable, and who knew what they were getting into." he finished. "Honestly, why would I want to bed a virgin? They have no idea what they're doing, and half the time they don't even have the intelligence to masturbate, so they can't even tell you what they like! I don't have any interest in virgins for the same reason that a champion hoof ball team doesn't have any interest in playing against a foal's grade-school team. There is a lot I can teach about both magic and sex, but you had better understand the basics before you come asking for advice."

He sighed and took a seat on a box in the corner, idly tapping the lone bell on the end of his robe. "In all my years, there was only ever one..._inexperienced_ mare..." He chuckled quietly. "And even then it took quite a bit of... persistence... on her part before I capitulated. And she was different, of course, you really couldn't consider it really the same thing..."

The wheels were spinning rapidly in Twilight's mind as she blurted out: "Princess Luna?!"

Star Swirl continued sadly. "I see you know your ancient history. I was already many decades her senior, but she was...I suppose you could call her ...my friend, maybe. Her sister forbade me to share anything with her save knowledge -chaste knowledge, I believe she technically meant. The Princess is older than her little sister, and wasn't always...well...she has always been the diarch Equestria deserves, and at the time, the stallions and mares who lived here didn't deserve much better than a prudish, blushing old maid with no patience for anything more scandalous than a dropped handkerchief or a tilted fan. Celestia warned me that I wasn't to corrupt Luna, and I never meant to do anything of the kind. But that beautiful blue alicorn, I watched her grow and learn and what I refused to teach her, well, she learned it anyhow! I suppose she was convinced she could... reform me." he sighed.

"It wasn't that I didn't find her attractive, of course, she was objectively beautiful. But while I take some pride in enjoying the mind of a mare more than any other part, I had grown to think of her only as a mind, a pure and innocent filly's heart with the mind of a stallion. She learned and kept up with the very latest in transfiguration, divination, healing magic, even those ridiculous courtly manners and the goings-on of the Equestrian economy. Did you know that decimal currency, the bit, decabit and centibit, that was Luna's braincolt? Or that the separate and wildly discrete elements that make up the amniomorphic spell, it was she who inspired me to combine together for further study?

"It wasn't merely genius; I've seen genius, and this was more. Luna had a way of inspiring ponies, from the little Earth pony colt who brought the tea and developed a primitive steam engine to the crazy old stallion with a begging bowl she liked to give her newly minted bits to and then watch him to see what he purchased (micro-economic studies in the field, of course,) why, she explained to him once over some extraordinarily cheap and headache-inducing mead what the horizon looked like to her as she raised the moon, and wouldn't you know that daft bugger Archimedes, he spent the rest of his life drawing circles and arguing with Coponycus about the universe. She convinced that old fraud Commander Hurricane to develop proper body armor for her troops with helmets that actually stopped something and reduced battlefield casualties during the Griffon Wars by sixty percent. The Declaration of the Rights of Ponies, that was Luna inspiring a whole committee of Earth ponies, Pegasi and Unicorns in a coffee shop, of all places, and reworking the calendar so that the Sun and Moon rise differently in winter and fall and ponies have as much time as they need to harvest and plant their crops? That was Luna inspiring a mad pony with a kite who amused her by printing pamphlets of frankly stupid sayings and devising better reading glasses."

"I...I never knew that Princess Luna was so involved in Equestrian history."

"Well, you'd never know it, to look at her. You'd think she was the shyest little thing, never said a word unless it was to agree soundly with her sister in that terrible Royal Canterlot Voice they used, never controlled a thing in her life besides the moon and those constellations she loved so much...and terrible stage fright, of course. She was always so nervous before speaking, and that foal Celestia told her to just project her voice and nobody would notice the stammer..." Star Swirl sighed again. "In time, she lost the stammer, but she also had grave difficulty speaking any softer to more than one pony at a time. The volume became a crutch, a compensation for an unprepared young mare with more responsibility than respect and whose contributions nopony ever appreciated.

"Nopony...save me," the old stallion gathered the last, shining bell into the folds of his cloak and absent-mindedly polished it. "I knew, of course, that ponies' dreams had the potential to unlock portions of their minds, abilities of which their conscious selves could not even conceive. I never took the idea so far as a certain Austrian pony I might mention, nor did I try to fit the narrative of psychology to whatever old mythology I liked best. But I did study ponies' dreams, and more than once, especially once she'd helped me to understand...to really see...I saw what Luna was doing with her inspirations and I..." Star Swirl's hoof paused and he looked down at the little bell. "I suppose I was the first pony to notice it, really, and to thank her.

"She asked if I really meant it, several times, as if she couldn't believe the attention, I confirmed that she was brilliant and a pleasure to work with, a perfect marvel of a mare -and then she kissed me, just said 'oh, Star Swirl,' leaned in and..." The smile crept back into his voice. "Celestia had forbidden it, and for three whole months, I managed to resist her, avoiding meetings in person and communicating solely by hornwritten letters. I played the gallant, insisted she couldn't possibly love an ancient old nag like me. She tested and demonstrated a healing spell that worked down to the cellular level and...removed that objection, however temporarily.

"I played the tactician, explained that if she were to make alliance with anyone, it should be a political match for the good of Equestria...at which point she became frothingly angry, flew to Griffonia and brokered a thus-far-unbroken peace treaty out of what I suspect was sheer pique, then informed me in the crudest possible language where I could shove my idea of diplomacy.

"I played the lecher, insisted a sweet young thing couldn't possibly want a village-bicycle of a stallion when there were princes a-plenty who could offer honorable marriage and far less jingling...to which she described _exactly_ what she hoped I had learned well enough to teach...and she was very well-read, that I had to acknowledge.

"But even as she was waxing smug over her victory-by-bibliography, I expect you could call that...that _manifesto_, which I hope to any gods exist is still in some library for the edification of true scholars, I realized that I really and truly did want her, not just for the sort of arrangement which my previous paramours had enjoyed, intellectual company with physical affections, but horribly, selfishly, beautifully and completely. I wanted to be the last stallion she dallied with, the father of little dark-blue alicorn fillies and colts who flew around their Mama and batted at the bells on their Papa's cloak. I wanted to love nobody else save her, ever again, and to love her for the rest of my life...but of course, that would leave her lonely for all the rest of hers, and I knew even then that I could not give her anything like the love she deserved.

"So I stopped playing. I teleported to her chamber in the palace and instead of gallant or tactician, I was the heartless, hopeless bastard you see before you -which I really am, incidentally. I told her I had no use for inexperienced virgin mares who couldn't hope to hold my interest, that she was fine company for the library but wholly inadequate for the bedroom and...and..."

"You broke her heart."

"I did."

"On purpose!"

"...I tried to. And that's when I found out how she was different, my princess of dreams. The same dedication to knowledge that had helped her to learn so much about every subject, every area of study her nation and her ponies ever asked of her, the same sweet, gentle and imperceptible inspiration which she used to guide ponies through their dreams to find what would solve the problem, make them happy or make the pain go away...she had managed to learn everything a pony, mare or stallion, could ever wish to learn, despite never once attempting it physically. She overwhelmed my objections, gave me a word to whisper or gasp if I could withstand it no longer, and then proceeded to literally make my wildest dreams come true..._all of them, _even those I had never so much as spoken aloud.

"Physically, it was most decidedly her first time. Mentally, given what she had learned in my and I certainly hope many other ponies' dreams...it was anything but. I have heard stallions of every race, from griffons to rats to reindeer and elk talk about the female ideal. And not a one has any idea what he's talking about."

For some reason, Twilight felt the need for a nice glass of ice water. She poured one for herself and filled Star Swirl's broad drinking saucer in case he felt dehydrated. All that talking. And on such an unseasonably warm day, too.

Good heavens, this made that especially spicy novel Rarity had recommended look like the Foal Free Press.

"We were discovered, of course, and the lecherous old Star Swirl was quietly banished from Equestria with one last, mocking bell to complete a career that would have lived in infamy had Celestia not hushed it up. There was a vicious quarrel, Celestia accused her sister of having been corrupted by bad company, Luna accused Celestia of never paying any attention and how old did she think she was...back and forth they went, with Celestia insisting she should never have had anything to do with ponies' dreams at night, Luna asked exactly what in Tartarus was she supposed to do when ponies slept through her night...and either the other ponies in the castle only caught the end of the argument before the crisis came or it was also carefully hushed up and bowdlerized into something you might tell a six-year-old, but long story short, my princess became Nightmare Moon.

"Not just for a moment as part of a lovers' game, but truly and for real. I was frightened for her. I used the word she had given me and this time she didn't stop. It was as if she never heard me, and as I screamed for her to please..._don't_...but before she ever answered, her sister rose up with the Elements and I never saw my princess of dreams again. I hoped at first that she would return, and I tried everything I could to be alive when she did return...but years dragged into decades, spells had their expected but terrible effects, and for the past few hundred years, I have merely lived on and wondered why. I have no hopes, no ambitions, and even when Celestia apologized and lifted the banishment after five hundred years, I saw no need to return. News reached me often enough and the world is a wide place for a lonely stallion with only the cold, faraway moon and a bell to remind him of what he had, once below the stars.

"And so you know, Twilight Sparkle, why I had such optimism from the reports of you. Getting to know you better, I can see that you are no Luna...but perhaps we only ever get that sort of love once no matter how long the lifetime is. We could be happy, I think, but I'm not satyr enough to give you any illusion that you're the love of my life. I may well not be yours, in fact, I'd tend to doubt it, and if you'd like more outside experience before, after and during a liaison with me, I wouldn't blame you for a moment.

"I can't offer you anything but what I am, and that really isn't much to offer by any means. I won't do like stallions did in my day and swear by the Elements to be loyal, kind, honest, generous or to make you laugh, but I think you'll find that I get a few out of the set most of the time, we do have rather a lot to talk about, after all. And if nothing else, I'm sure you don't often meet a stallion who's self-aware enough to know what he can and can't offer you."

"...Can't say I have," Twilight managed to gasp after a long pause, in which she realized Star Swirl was expecting her to reply.


	5. Reactions

Chapter Five: Reactions 

Twilight thought for a few moments, and after an awkward silence in which Star Swirl gazed at her admiringly and she felt uncomfortable, her temper finally started to crack a bit. "What if I'm not qualified for your offer now?" she asked, an edge creeping into her voice that hadn't been there before.

"Qualified, my dear?"

"You've made it clear that you have certain...requirements, of experience and so on, in the mares you're romantically involved with, and you've offered to tell me how to achieve immortality for my friends if and only if I'm romantically involved with you!" In for a penny, in for a pound, Twilight decided. If Star Swirl could shatter a pony's illusions, then so could she. "And I'm terribly sorry to shock your _timeless_ sensibilities, but I'm absolutely not qualified!"

"You don't think so? The bells can be a little intimidating, I expect, but nature and biology really don't allow for _too_ much complexity in that area, not in just the one dimension or gender at a time, anyway. And I did say you could get more experience. You'll never see me object to that."

'What in Equestria is this pony's _problem_?' Twilight wondered. It was as if tone of voice, physical posture, all the signs of another pony's obvious discomfort went right over his head. She'd heard of awkward professors and she wasn't exactly the Element of Charisma herself, but this was ridiculous!

"You _are_ aware that coercion is hardly a basis for a stable relationship, _aren't_ you?"

"Coercion? I do suppose you could, indeed, call it that, though it must be confessed, I had hoped that your spending a night with me, getting to be comfortable talking together…well…I had hopes that it would lead to a situation where I could enjoy somepony's company. It has been a very lonely life for an awkward old goat like me, and I didn't see how else I could hold your attention or persuade you to spend time with me."

"…That's insane," Twilight gasped. Was he really that oblivious? Her tone grew sharper and her voice more loud as she first criticized and then actually yelled at him. "That is the most completely bloody backwards way of trying to make friends or court a mare that I've ever heard! Was this normal in your time, 'oh, I'm awkward around mares, better sleep with them first so conversation is easier,' or have you always been this weird?"

Star Swirl's head went up as if he was offended by that remark, then he stiffened, seemed to think, and then bowed his head.

"…Always."

"And that's seriously how you've chosen to treat others?"

"…How else is there? I can't always perceive how other ponies feel or what they're thinking, not like other stallions can, anyway. It doesn't make any sense to me, the way you're offended by this, but I'm trying to understand. I've been trying to understand ponies for years and I've never even gotten a bit closer. Things that make sense to me don't seem to make sense to anyone else, and things that make sense to them seem foalish and strange to me. For the longest time, I didn't know how to ask a mare to talk about the things I found interesting, but once I saw that married mares listened to anything their husbands said, I started offering a romantic relationship first and the conversation, the shared research, everything I wanted, it always followed.

"Then, when some mares wanted the conversation, I asked if they wanted the relationship as well, because obviously that's what mares required, and they invariably took me up on it! I know from Celestia's reaction and the way the Canterlot court came to gossip about me and criticize so many things that _seemed_ normal that it probably _wasn't_, but in all their criticism, they never saw fit to give me any explanation with anything close to logic behind it as to why I shouldn't love first and converse later!" He was panting strangely and Twilight might have taken pity on him if he hadn't just confessed to trying to break the heart of the only mare he'd ever really loved. "So tell me this. What _am_ I supposed to do?"

"Have you ever considered that you can be friends with a mare without making her your mistress?"

"You couldn't in my day, but if you can now, I'd be perfectly happy to enjoy such an arrangement. It'd free up significantly more time for research and I can always meet my physical needs elsewhere...though that does seem fairly heartless. How is that transaction equitable if I know more than the pony I make my friend?"

"Has it seriously never occurred to you that relationships aren't business transactions? Ponies don't trade company for knowledge and sexual favors for the information they need to save all their other friends! It's insulting that you'd think anypony could be that…that calculating and heartless!"

"That's easy for you to say, _you're_ my intellectual equal! I'd think you'd be as lonely as me, being more intelligent than everypony else in Equestria!"

Twilight let out a sound of pure frustration somewhere between a grunt, an 'arrghh' and a steam engine experiencing a severe malfunction.

"Damn it, Star Swirl, is everything brains to you? I have friends who wouldn't know the first thing about magic or research or even studying, but they're still my friends because they're good ponies and we enjoy each other's company. Not every pony you spend time with has to be a partner in research with three degrees and tenure! Sometimes friends are just friends for…for no reason at all besides liking one another!"

"…Isn't that dreadfully annoying when they don't know what you're talking about?"

"If my friends don't know, they _ask_, or if it's not important, I change the subject and we talk about something else that's interesting to everyone."

"What if they want to discuss something trivial and meaningless?"

"Then I _discuss_ trivial and meaningless things with them! And you know what, Star Swirl? I have a _wonderful_ time discussing trivial and meaningless things with them because _they're_ my friends and they're the most fun, loyal, honest and kind ponies you'd ever want to meet. They're even generous enough to make allowances for someone as bookish and awkward as me, and as much as I hate to inflict it on them, I could even see them _putting up with you!"_

Star Swirl tilted his head.

"It seems to me that you have more to teach than I could ever have imagined. How can you claim you're not qualified as my equal in every way, when you understand other ponies in ways I never did in a thousand years?

"Damn it, Star Swirl, that wasn't what I was talking about at all!" Twilight spat derisively. "I'm a virgin."

Her announcement had the desired, and frankly, rather satisfying, effect._ Now_ whose jaw was decorating the tablecloth, hmm? "I'm not proud of it like the ponies who resented you for your promiscuity, but I'm not ashamed of it, either. It's just not something I've done yet, nor do I feel all that...all that extremely much of a _need_ to, at any given time. It's not really a priority with what else I have going on."

"...You're serious."

"I am."

"_...Never?"_

"Never."

"And you're not one of those mares who insist the same gender doesn't count, because you know virginity is really only an abstract concept and not necessarily a physiological alteration based on muscular reaction to heterosexual carnal experience?"

She didn't hit him. She _wanted_ to hit him, but she didn't. Instead, with the same thin-wearing patience that had helped her get Princess Luna to comprehend Nightmare Night, give Zecora a chance when the rest of Ponyville misunderstood her completely or _survive_ being one of the best friends of Pinkie Pie, Twilight bit back a scathing criticism and decided to meet his academic view of pony relationships with an equally-detailed clarification.

"...I...hadn't heard it interpreted that way, but no. In this case, my assertion refers to a definition of precisely zero experience accompanied by any other conscious being of any species, gender or definition compatible with the personal pronoun whatsoever!"

"Well, at least you're comfortable with it, though I must say, this _is_ a first. And you aren't blushing or stammering over it like an idiot. I can't abide that old fallacy that says a mare can be a wild wanton in the privacy of the bedroom but has to be an absolute nun in public, stammering and fainting over something she'd really like to hear more about if Society weren't such a pack of prudes. Just be a pony, for heaven's sake. If you're not interested in sexuality at the moment, there are a million other subjects just as fascinating. You and I could spend our days on amniomorphics, teleportation, political science or even the minutiae of technological advancement since I've been out of the field. If you ever _are_ interested in sexuality, say so and don't be ashamed of it.

"So you aren't an expert in sexuality yet. Never having cracked the book doesn't mean it's not on the shelf for when you need it. I'm at the blushing-and-stammering point with technology, my grasp of recent history has holes you could drive a herd of cattle through and I've been informed that even chemistry will take weeks of catch-up before I could follow the goings-on of a class full of fillies and little colts. Botany could be interesting, I've always wanted to learn more about mineral geology...we don't have to play exclusively to my strengths as a couple, nor must we confine the relationship exclusively to each other's gifts and capacities. Some mares feel more comfortable in a ménage a trois when they're starting a new subject or sharing one for the first time."

"...It's not a question of sexuality, Star Swirl. _You asked me to sleep with you._ That's not something I'd _ever_ consider doing lightly, and only the fact that you're the only stallion in the world who can help me keep each and every one of my friends from _dying_ in the next hundred years when I'm stuck with this…this damned Princess thing…frankly, that's the only reason I even considered _trying_ to make this work. I thought if I could get myself _drunk_ enough to fake some courage and get past your allegedly horrific appearance, build up your confidence and show you that you aren't alone, that might be enough, and if it wasn't, I'll confess that I was feeling desperate enough to consider taking you up on that insane offer!

"But if the price of your immortality was becoming so out of touch with what it means to be a pony, I can't imagine my friends would want anything to do with it!"

There was a long silence. Star Swirl sighed.

"That…_isn't_ an effect of the spell. I've always been this way, ever since I was a little colt. I've tried to change, to make it better, and in some ways I've succeeded, but in other ways…this is the best I've been able to do, myself. I can't always pick up on other ponies' emotions, I have a devil of a time getting my own across…it's been terrible, trying to figure out pony relationships, and you've been a Princess, indeed, to put up with me."

"What you wanted in the first place and could have quite reasonably asked for –and gotten, _instantly,_ incidentally, if you weren't such a…a Smarty Pants, is someone who'd want to discuss all of your and their interests, learn about new ones, see things and do things together. You could have just asked me to be your friend!"

Another long silence. Twilight wasn't sure what was going on under Star Swirl's veil, but the bit of fabric was moist in spots and what lay beneath it seemed to hitch up and shudder occasionally.

"...That's what friendship is like, for mares?"

"For everypony, pretty much."

"So, and this is just out of curiosity, what does one call the identical relationship with the addition of sexuality?"

"'Friendship with benefits' is one colloquial term for that," Twilight explained, as patiently as the time she'd clarified to Cranky Doodle Donkey the subtle difference between 'butt dial' and 'booty call' as regarded Ponyville's portable telephone program for seniors. "Some ponies consider that relationship to be the most powerful form of 'love,' it may accompany engagement, marriage or long-term cohabitation as well as the various courtship stages. Some ponies are able to share sexual activities only with ponies to which they are committed emotionally and exclusively, others can and do easily share them much more casually, even with friendly acquaintances they have known a short while, and some ponies can share such things with multiple other ponies at a given time. But friendship doesn't require any of that, and a pony's friends can even be well below the age at which adult consent, because true friends don't need sexuality to express affection."

"This reminds me of something Plato was going on about."

"_Platonic_ friendship, yes! That's the word I wanted!"

"All the intellectual benefits, none of the physical..." Star Swirl mused. "Odd."

"Well, it's not _nothing_ physical." Twilight picked up a picture of herself with her friends, snuggling in an enormous pony pile and trying to fit together into the frame so Spike could take the snapshot. "Friends often share hugs, hoof-bumps, the odd backrub, pulling burrs out of one another's tail, Rarity will do your mane and design you an outfit soon as look at you, Applejack and Rainbow Dash work out together a lot, Fluttershy and Rarity sometimes invite me along to the spa for massages and such..."

"So...very casual, non-sexual physical contact and activities."

"Exactly."

"...Normally I would make a snap judgment and say 'how boring!' but this photograph is interesting. Perhaps there is something to this...platonic friendship. These aren't your ladies-in-waiting or sworn sisters of a religious order, perhaps?" Star Swirl asked.

Twilight tried to picture her friends as nuns. It wasn't really a good picture, and she laughed. Only Fluttershy even seemed close to working and Applejack struck her as the ruler-levitating kind from the private school for unicorns she had attended prior to qualifying for Princess Celestia's School for Gifted Unicorns.

"No, they're just ordinary, good ponies."

"Excellent! Might it be possible to...oh." Star Swirl looked down at his gloved hooves and long cloak from behind his veil. "I suppose meeting them wouldn't _really_ be possible."

"Actually...just leave that to me, Star Swirl," Twilight grinned.

Ever since she'd learned the truth about Star Swirl's lost love, she'd been wondering something, and once she'd realized the news of Nightmare Moon's return and Luna's restoration to her senses had eluded him (she didn't like to think why, the day had had enough..._startling_ realizations about her mentor Princess Celestia as it was,) her planner's mind was working overtime.

Sure, she had been intellectually and a little foalishly attracted to Star Swirl's mind, at first, but he really had some serious issues that didn't bring out the best in her. Mares and stallions in a relationship should improve one another, and complement each other's best and worst qualities, not amplify things like social awkwardness and a tendency to retreat into the library away from all equine company. If she were involved with Star Swirl, she knew now, they'd only make each other worse in terms of flaws. She only had the slightest touch of his…well…out-of-touch-ness with the rest of equinity, but it was enough for her to know that he absolutely wasn't right for her.

He also had a very good point about mares without...experience, and as interesting as she'd found him before when he was a mysterious masked figure, in the light of day and with all explained, he really reminded her more of an older and strangely shaped Spike still crushing on a Rarity-in-the-Moon than the kind of stallion she really felt attracted to in...well, in the way mares were attracted to stallions for more than intellectual conversation and occasional hugs. She also had to admit that she pitied him, finding love despite what had to be some kind of strange social disability and having the integrity to first try and push her away because he didn't feel worthy of her, and then, after everything, to lose that love so horribly…that, and if nothing else, Twilight could sympathize with awkward ponies. She couldn't exactly take empathy far enough to cover the extremes of Star Swirl's behavior, but she did know what it felt like to not understand other ponies' feelings and to feel all alone because of it.

And it wasn't like Luna couldn't handle his moments of awkwardness. The Princess of Night was a little bit odd herself, but whereas Star Swirl was the absent-minded professor who could _and did_ go literal years without seeing another soul, Luna enjoyed and sought out others' company. She liked others and wanted to be liked, and she'd proven she was willing to work on her own shortcomings to achieve that end. Perhaps, if they had really gotten along as well as Star Swirl implied (and it didn't seem likely they hadn't, given that things would have to be going very well for Star Swirl to even perceive what was going on,) perhaps they might be the kind of couple that helped one another, had one another's backs and slowly grew better, each with the other's help. They didn't have _too_ much in common, but they had two very important things: self-awareness of their own flaws and a strong desire to fix them.

And if nothing else, well…the Moon was big enough for two, in a truly worst-case scenario. The two of them certainly could behave like ponies from space sometimes…maybe they were two of a kind.

But first, it was time to rally the Elements of Harmony and help the greatest (and most awkward,) wizard Equestria had ever known discover the magic of friendship …even if that sounded really cheesy even in Twilight's head. 

. . .

Meanwhile, in Canterlot, Princess Celestia was growing concerned. She had assumed that Twilight Sparkle would meet with Star Swirl the Bearded, quickly realize the tremendous downsides to immortality and either accept the situation and send a letter detailing what she had learned, reject Star Swirl's solution as unacceptable and send a letter requesting more research material or become disgusted with the old satyr and send a letter asking for help dealing with the difficult old coot.

By evening of the first night, no letter had appeared. Celestia decided that Twilight and Star Swirl must have hit it off and were probably engrossed in a discussion of spellcraft the likes of which would give ponies within a two-mile radius a reading headache if they so much as overheard. Surely, with so much interest in amniomorphic spells, the two of them had a lot of academic discussions to share.

Surely, that was what was going on.

…Wasn't it?

Suddenly, a long-buried memory of a fight with her sister, one of the worst in the long series of confrontations which led to Luna's transformation into Nightmare Moon resurfaced. Celestia had caught her sister in an exceedingly inappropriate dalliance with her magic tutor and promptly banished him, only for Luna to protest that her sister didn't understand and that despite Celestia's repeated warnings that Star Swirl was no fit consort for _anyon_e, let alone a Princess of the realm, she …loved him.

At the time, Celestia had assumed that this was the natural rebellion mares her sister's age felt against authority figures, even those giving perfectly reasonable advice, and she cursed herself for a fool for ever mentioning Star Swirl's impropriety and general bad character. She'd probably made him sound wonderfully exciting, and if she'd thought about it harder, remembered what it had been like as a younger mare and remembered that Luna wasn't exactly _happy_ answering to a sister who really wasn't so very much older, well…it was probable nothing at all would have happened between the two of them.

At least, she _assumed_ so.

What in Equestria could anypony, let alone her bright sister, see in that ridiculous old Star Swirl? He was intelligent enough, certainly, and handsome in a graying kind of way, but so _irritating_ to be around. And at the time, she had really not been impressed with his sexual ethics. That level of …promiscuity was still a little outside the norm, even a thousand years later, and while she conceded _now_ that his attitude of intellectual polyamory worked for many mares, stallions and transponies (including a very happy threesome who ran one of Celestia's favorite bookshops in Canterlot and a fascinating pentad who had a winery in the south of Prance and bottled some truly excellent vintages a couple of hundred years ago,) at the _time_ she had considered Star Swirl the Bearded a libertine and hedonist of the worst sort. She'd really only allowed him as Luna's tutor because he was, when it came to magic, legitimately the best. There was really no other reason, at the time, for civilized ponies to tolerate him at all beyond what the basics of etiquette required.

But…supposing Luna _hadn't_ just been a young mare in the throes of a badly-advised crush and teenage rebellion? Supposing Luna _had_ seen something good in Star Swirl that Celestia couldn't, hadn't or wouldn't have acknowledged even if she had because Star Swirl frankly weirded her out, far more than she liked to admit? Supposing there was a good reason, well beyond the rumored Seduction Spells and…anatomical suppositions, that so many mares and, it was said, _stallions, _enjoyed the private company of Equestria's greatest and most eccentric wizard?

…And she had sent him to visit her most beloved student, a pony who had never even been known to date.

Oh, dear.

That, coupled with a mysterious package sent to the palace by Spike (which she _instantly_ recognized, confiscated from the mail-ponies and clapped into her personal freezer with the lame excuse that sometimes the Tsarina of Muscovy sent a bit of the glorious reindeer vodka to her sister diarch as a present and she really needed to pick up some Apple Family Special Reserve on her next trip to Ponyville to reciprocate,) convinced Celestia that she had to act, and act quickly, lest her prized pupil become, at best, another bell on the cloak of Equestria's most promiscuous slut-stallion, or at worst, wind up quarantined on the moon for a thousand years.

So she did the only logical thing that a constitutional diarch could, when faced with the potential corruption of one of her most politically important and personally special subjects.

"Guards," she announced with a secretive smile. "Summon Lieutenant Flash Sentry to my chambers immediately. I have a special mission for him in Ponyville."

'Take _that_, Star Swirl,' she thought with a little smirk.

She only hoped it would be enough.


	6. Transformations

Chapter 6: Transformations

Star Swirl was looking at her with what she guessed was uncertainty after her promise to introduce him to her friends.

"Twilight... I would very much like to meet your friends, but... are you forgetting the elephant in the room?" he said with a gesture at himself. "For that matter, do you even remember what you saw last night? You were remarkably drunk..."

Twilight frowned. "Well, I remember what I saw," she added with a gesture to her glass and his water pan on the floor. "But I can't say I remember _how_ you wound up like this." She looked at him again and said pointedly: "For that matter, you really shouldn't wear those robes around me anymore. It's hard enough to read your expression even without it."

If he could have blushed, he would have. With some trepidation, Star Swirl removed first his hood, and when no screaming began, then the rest of his robe, pausing to hang it on a hook in the wall.

Twilight's stomach did a flip, but she kept a warm smile on her face as she reassured him. "There, doesn't that feel better? I still don't know how you can see through that thing."

He chuckled softly. "It's not that bad. What my eyes lack in clarity they make up for in number."

She nodded slowly, really examining his appearance soberly and in the full light of day. "Yes, that does explain the lack of a bathroom... But I still can't remember how you managed to get immortality out of this in the first place..."

Star Swirl cocked his head to one side. "Isn't it obvious? The spell of lingering checks to see if the elements that make up your body are alive. When a pony's heart stops, the spell notices his death and acts to project him as a translucent copy of himself for a short while until the body degrades. If, however, somepony comes along and re-starts his heart, the next time the spell checks, it will find the component elements that make up his body are once again alive and cram the pony's soul back into his body."

"Yes, but if you could bring your body back to life, why go through all this?" Twilight asked.

"Don't you see? The spell just checks to see if the _elements_ that make up your body are alive. So I figured out a way to stretch the time between checks to about a day, and then when I knew I was down to my last days, I waited for the daily check in, and immediately after, I killed my body."

Twilight looked on, eyes wide as he continued.

"It wasn't pleasant I'll grant you, but it had to be done. Once I had bled out, the cage I had built opened and I was devoured, right down to the last morsel of skin and flesh. When the spell checked in a day later, it found about ninety percent of the elements that made up my body were once again alive, and it overrode the other minds and crammed my mind into its new body." He gestured at his brown coat. "And here I stand before you today."

Twilight didn't know quite what to say to that.

"You were willing to be eaten?! To die and be eaten in order to keep on living?"

"Well, yes. I admit, it took time to get used to this new form, but it was the only way."

She thought about it and remembered all the times she had risked everything for her friends. Was it really that much more? She shook her head to clear it.

"Well regardless, if you're going to meet my friends and go out in public we have got to do something about the way you look."

He nodded. "I have tried illusion spells and the like, but the effect only lasts for a limited time, given how strong the spell must be to conceal..."

Twilight just smiled. "It's okay, you don't need to use more magic, and we don't have to throw a glorified sheet over the issue. If you can take us back to Ponyville, I'll introduce you to my friend Rarity, and I bet she can come up with something to make you beautiful again.

"I doubt I was _ever_ beautiful."

"You know what I mean."

…

With a soft 'Pop' the white light faded, and they were standing outside of Rarity's boutique. Twilight rang the doorbell and waited.

The door burst open as she began her usual greeting. "Hello, and welcome to-" Only to trail off as she caught sight of Star Swirl's plain cloak again.

Twilight was grinning mischievously. "Good morning Rarity. How would you like a challenge?"

They stepped past her and closed the door. "Rarity, this is my friend Star Swirl, and we came here today hoping you could help him with his... fashion problem."

Rarity bit back some of the unkind things she had to say about his previous designer. "Uh... Well yes, I'm sure we can come up with something that will suit..." As she gradually gained confidence under Twilight's smile she circled him once and seemed to take it all in. "Oh, this will simply not do at _all_. Why, you're covered up from head to tail! You simply can't go about in this oversized bed sheet." She finished with distaste. "Now take that horrible thing off right this minute so I can see what I have to work with."

Star Swirl couldn't help but feel he was back in his own time once more.

"Uh... He's... not exactly easy on the eyes." Twilight warned.

"Oh, nonsense, Twilight, any friend of yours is a friend of mine, and I'm sure I can work out something better than... _this_." She finished with a gesture at his robe.

Star Swirl was pretty sure he knew exactly what kind of pony he was talking to here, and so despite his better judgment, he did exactly as she asked and began taking off his robe, leaving the veil for last.

Rarity's expression shifted abruptly from annoyance to shock, and her usual stream of platitudes stopped dead, leaving the room very silent as Star Swirl disrobed.

The first thing she noticed was the absence of a tail. There simply _wasn't_ one, and as her eyes followed the contour of his flank, she realized he didn't have a cutie mark either, just a dull white patch near his back that stood out against his soft brown coat. Star Swirl turned his head away and began removing the hood, but something was... wrong. Rarity's eyes were drawn back to the white patch near his back, and to her horror she realized the white patch of fur was moving slowly, making its way over his back to where his mane should have been.

Twilight put an arm around Rarity, whispering in her ear. "Now, whatever happens, I need you to stay calm. He's sensitive about his appearance, and it took long enough to get him to show his face to me."

Rarity nodded absent-mindedly as her eyes grew wider. The last of the cloak fell to the ground, the single bell jingling as it hit the floor, and with some trepidation, he raised his head and looked at them. His skull was completely devoid of skin or fur, all of which seemed to end at his neck, and as Rarity looked in his eyes, it took everything she had to keep from screaming.

His bare skull had no eyes in the conventional sense. Instead, poking out of each eye socket was a small furry head. The head of a living rat. Two sets of eyes regarded her and she just stared, trying not to fall over.

Rats...

His entire body was covered in... no... _made of __**rats!**_

"Uh... Well... This is certainly a... _unique_ challenge..." She stuttered as Twilight helped hold her up. The rat occupying Star Swirl's left eye socket squeaked and waved at her. "Yes, I see. Definitely potential here. ...If you two will please excuse me for a moment..."

Rarity walked around the corner and promptly fainted.

...

"Well, that went surprisingly well." Star Swirl commented with total sincerity.

Twilight couldn't help but grumble as she tried again to rouse the fashionista. "I knew she could feign a fainting spell, but after this I swear I'm going to start carrying those horrible smelling salts."

Rarity had been out for nearly five minutes now and enough was enough. With a grumble of irritation she fetched a single ice cube from the freezer and returned to her friend's side. "Okay, Rarity, last chance to wake up dry."

When there was no response, she crushed the ice cube and dropped it into Rarity's ear. A moment passed. With a sudden shriek, Rarity sprang to her hooves and frantically shook her head.

"I'm up! I'm up! I'll have breakfast ready in just a-" She stopped as her surroundings came back into focus.

"Oh, Twilight, I just had the most _horrible_ dream..." She trailed off as she looked over at Star Swirl and flinched. "Or, maybe I'm still having it..."

Star Swirl just laughed, a sound that seemed to come from the general vicinity of his bare and unmoving jaw bone. "No, this is no dream. Though you are safe and in no danger. I really should compliment you, Rarity; you are a far tougher pony than I guessed. I can see why Twilight is proud to call you her friend."

Despite being addressed by a talking skeleton animated by rats, Rarity found herself blushing slightly. "Oh, well... It isn't really _that_ bad... And you really do have potential, darling." She thought for a moment. "Have you ever considered going on the stage?"

"As the Amazing Disappearing Pony?" And with that, Star Swirl's rats –well, there really wasn't a better way to describe it other than 'they lost cohesion.' All at once, the furry little bodies which made up Star Swirl's larger one scampered outward to the edges of the room, leaving only a bleached and slightly polished skeleton.

Rarity did her best not to faint. Or throw up. Twilight just rolled her eyes.

A second later, the rats had scampered back into place and Star Swirl was more or less pony-shaped again. "I once ran out of bits during my travels and earned my way back to the continent with a circus troupe. Incidentally, never play poker with a zebra."

"…I'll keep that in mind," Rarity panted, still a little overwhelmed by the look of this pony Twilight was, however inexplicably, friends with. "I was thinking more about the helpful little mice in a production of 'Cinderella,' given that you can…choreograph them so well, but perhaps children's theatre really wouldn't be your favorite." An idea seemed to strike her mind. "Still, all those tiny outfits, different for every mouse…tiny waistcoats with twenty-gauge necklace chain for their little pocket watches and little wee brass buttons…"

Just as quickly as it had come, Rarity's creative fugue evaporated, leaving the couturier cheered up immensely and looking a lot less green around the muzzle. "I think we're going to want something with very classical lines and some careful draping to make the most of your shape. The tighter fashions stallions like nowadays are just going to make it more difficult for your legs to move…could you take a few steps forward and back for me, just the way you would normally? …I see, yes."

Rarity levitated over a sketchpad, a pencil and a measuring tape. "I think something very soft, cut on the bias so it has a bit of stretch for when the rats move –they do move separately within the shape, yes, I'll add a seam allowance for that, and since we can't rely on your coat for a contrasting color, I'll build the wardrobe with multiple colored layers; some very light underthings in a soft knit that can show beneath a blouse or tunic and which will let your cute little mousies breathe, a good, classic blouse cut to emphasize the arms and the breadth of the barrel…will this be a summer or a winter wardrobe, or can I help with both?"

"I live in the Arctic Circle normally, but I do enjoy traveling-"

"Both it is!" Rarity cheered. "I think wool is going to wear well, given the friction problem and the need for the looser layers to hold their shape. How attached are you to the _look_ of a cloak?"

"…I don't know what you mean."

"Well, you have this cloak here, and it's clearly worn at the edges, so I can tell you wear it often and presumably like how you look in it. May I?" Star Swirl nodded and Rarity levitated the antique garment up to examine it more closely. "Wool, of course, currently navy blue, looks like it's been re-dyed…" she looked closer, "three times, seam at the yoke has been mended once, surprisingly little surface wear…oh, my."

"What is it?" Twilight asked.

"This is clearly a family heirloom. Hand-woven, seventy-nine thread count broadcloth, looks like the wool was hand-spun on a Flemish wheel, even the stitching looks like traditional Canterlot chain-stitch from the middle Percheron period…I've only seen one anything like it at the Maretropolitan Museum of Art, and that was without this adorable hand-cast bell. You can tell it's real brass and very solidly made, nothing like the mass-produced bells you see these days." Rarity seemed to have completely forgotten the strangeness of a pony made of rats in the excitement of examining his cloak. "This is either the most incredibly faithful piece of historical costuming I've ever seen, or it's been in your family for simply hundreds…no…wait, it _couldn't_ be, not well-preserved like this…"

"I've had that cloak for quite some time," Star Swirl confirmed.

"I…I really don't understand at all," Rarity looked confused and a little concerned. "Coffee, anyone?"

"I would love some, thank you. Just black is fine," Star Swirl nodded, though he clearly wasn't quite sure how to drink from the delicate little teacup Rarity poured and levitated over.

"I'm fine," Twilight declined. "Rarity, Star Swirl the Bearded is-"

"Yes, that historical pony you went as for Nightmare Night. I remember you needed the cloak re-hemmed after the bells were added because of the additional weight, and you were so insistent that the color and cut look as close as possible to the woodcut illustrations in that…what's funny?"

"You dressed as _me_ for Nightmare Night?" Star Swirl guffawed even as Twilight blushed scarlet and glared daggers at Rarity. "However did you manage the 'Bearded' part? And did you get the bells right?"

"Oh, she took _special pains_ to get the bells right, all thirty-f-"

"_Thank you,_ Rarity," Twilight growled.

"Well, it was really no trouble, though I still wonder why the bells had to be that size when you…wait." All of a sudden what Star Swirl had just said, the detailed memory of Twilight's costume, the inexplicable age and shocking preservation of an identical-but-for-fewer-bells cloak belonging to a _remarkably strange_ pony…

And then it clicked.

"I understand," Rarity poured herself a cup of coffee and took a sip. "One of two things is going on. Either a thousand-year-old pony who suffered some magical mishap involving rats is standing before me and hoping to commission some more modern clothes with the help of my dear friend who always admired said pony and has recently befriended him, or this is the single most elaborate April Fool's Day prank in the history of…_September_…oh, dear!"

"I'm afraid it's true, Miss Rarity," Star Swirl bowed in a gallant fashion that somehow wasn't marred by the eye-socket rats bowing also. "I am well over a thousand years old, the rats are a critical component of my longevity, I have indeed recently befriended the Princess here and if your skills as a couturier are even a twentieth what the Princess has promised me, well, then, this shall be the finest attire I have ever owned. Why, I expect your design for a tunic and trousers will be better fitting and more comfortable than the blouses I bought in Prance a hundred years ago."

"Prance?" Rarity was a little bemused with what sounded like flattery. Twilight couldn't believe Star Swirl could be this shameless, so she amused herself by placing little mental bets with herself as to how quickly Rarity (who, for a pony who could never be called shallow, still at times displayed remarkable economies of depth, especially where Canterlot manners and stallion chivalry were concerned,) would fall for it.

"Yes, somepony called Monsieur La Mode made one for me as an apology after he bumped into me in the street and accidentally spilt red wine on the shirt I was wearing. It was comfortable enough, and I have a difficult time of going in for fittings, as you can imagine, plus off-the-rack attire has proved…challenging, given my physical attributes, so I simply wrote to La Mode and ordered ten more like it. He sent twelve, of course, with the last two in colors he felt I'd like and wanted me to have."

"But…but Maniéré La Mode was the founder of modern couture! He was noted for always sending an extra item to ponies whose work he admired and some of his pieces have been copied for decades! _And you knew him?"_

"Knew him? The fellow spilled wine on me! We got to talking, he was far enough in his cups not to mind my, -erm, _murine_ features, and I expect he saw my current form as a challenge of design…and yet, he never once considered such factors as which type of fabric would wear well, given the friction of the moving rodents beneath the garment. That is an insight I have never heard from a couturier, tailor or seamstress of any kind, and I have high hopes that your work will become my very favorite clothes."

"Why, Mister Star Swirl!" Rarity exclaimed.

'Yep, she fell for it,' Twilight thought.

"I certainly hope that my work can live up to that optimistic, and may I say, _flattering_ praise, but I do have one question about the outerwear."

"Ask away, my dear."

"Exactly how much room shall I leave for bells?" the couturier inquired archly. "If you wanted to consider a duster coat, that would give you no less than six reinforced hems on which to affix them, and a trench coat would also have a belt, wide lapels and even epaulets in case you really decided to _throw_ yourself into society."

The white mare raised her eyebrow. "I was not born _yesterday_, _Mister_ Swirl. When Spikey-Wikey let me know that Twilight was entertaining a pony old enough to be the ancestor of an entire region, while I certainly didn't _believe_ him at first, I did follow him back to the library. I'm quite aware of costume history, including the true meaning of those notorious bells of yours, and the fact that you have the nerve to attempt flirting with a pony a mere _decimal_ of your age, right in front of _another_ mare…"

"Wait, Miss Rarity-"

"You _knew_ about those bells?" Twilight asked, in shock. "And you _let_ me wear them to a _children's party?" _

"Well, it made you so happy, and it's not like the children knew."

"I really must apologize-" Star Swirl began.

"I'm a _librarian_ and I didn't know! How in Equestria did you find out about such an obscure piece of trivia?"

"Costume history, of course. There's an entire chapter in some textbooks on the use of period-appropriate lecher's bells, and when I was considering a garment with several of them for the Hearth's Warming Eve celebration in Ponyville the year before you arrived, I thought, 'well, historical accuracy would be nice,' went to Golden Oaks Library and checked out simply every illustrated text and a lot of the boring ones on the costume and attire of the period." Rarity sipped her coffee again and looked quizzically at Twilight. "They're in _your_ library, after all, I'm surprised you didn't look into them during your research for the costume."

"If I've somehow given offense, to either of you-"

"I didn't realize the history of fashion could be so relevant to historical sociology," Twilight sighed sheepishly.

"Oh, there's all kinds of historical context in fashion. Did you know that collars like the one on your last-year's Gala dress first became popular in the era of powdered wigs, which were fashionable only because the queen of Prance had a white-blond mane?"

"Ladies, I-"

"You're serious? So that beautiful collar was really just to keep the wig-powder off one's neck?"

"Well, originally, but as I did with yours, the advent of Asian silks let designers incorporate elements of-"

And all at once, the two friends remembered Star Swirl was there.

"I'm sorry, we seem to have gotten a little distracted," Twilight apologized.

"No, it is I who should apologize. I was actually being quite sincere in my compliments; it really is rare to meet a pony interested in fashion who is…there is really no way to say this politely, so I'll beg your pardon, who is not a little empty-headed and frivolous." Star Swirl looked depressed. "I really don't mean to come off as flirting, much as my personal history would seem to contra-indicate, but…but I'm afraid I'm not very good at making platonic friends. I really do beg both of your pardon."

"…Well, of _course_ you would think that about ponies in fashion," Rarity generously consoled the awkward stallion. "You were around for the Sun Court of Celestia, when fashion was actively used as a political tool to distract the machinations of power-hungry nobles away from attempted _coups d'etat_. Naturally you would consider it all a bit frivolous!"

"I remember reading about that!" Twilight recalled, smacking her forehead with a hoof. "And there was something the Princess herself told me, about planning elaborate court dances…?"

"Oh, don't let her tell you she planned them herself," Star Swirl remarked. "It was mainly her court choreographer Sundancer. Princess Celestia is a perfectly competent diarch, but dancing is not actually one of her greatest strengths." He permitted himself a rueful chuckle at their ruler's expense. "She has four left hooves, really, though she may have gotten better in the centuries since we last met in person."

"And fashion has, historically, been perceived as a net loss to most free-market economies, given that fine clothes appear to cost markedly more than inexpensive clothes with no appreciable gain in value, but that is, of course, the opinion of macroeconomists who fail to consider durability, increased employment and the boons to international trade diversity for high fashion's more exotic materials," Rarity explained. Twilight's jaw dropped. "That, and isn't it pretty obvious macroeconomists haven't gone clothes shopping in _forever?_ Those lectures at the Canterlot School of Business were just a _riot_ of faded tweed and ratty corduroy, and not in that good vintage way, either."

"You attended macroeconomic lectures at the Canterlot School of Business?" Twilight goggled.

"Well, yes. There was a symposium that week I spent in Canterlot just before your last birthday and after I met Demand Curve and Rational Action at Fancy Pants' yacht party, well, I thought it was only polite to attend their lecture, even if Rational Action _is_ overly attached to an unrealistically conservative interpretation of capital-labor relations and has _terrible_ taste in ties," the white unicorn explained, noting down Star Swirl's measurements and occasionally adding details to the sketch she was working on as she talked. "I didn't realize you enjoyed economics, Twilight. There's a radio program I never miss, Demand Curve's new book is going to be on tonight."

"On Equestria Public Radio? I've been looking forward to that!"

"Oooh!" Rarity pranced in place. "I have something for you, then!" She opened a cupboard with her magic and withdrew a crisp, new hardback book with a charming illustration of a graph on the front cover. "Demand Curve sent me an advance copy today. I know how fast you read, so you can enjoy it first."

"Really? Oh, Rarity, that's so generous of you! You must have been looking forward to this for weeks! Are you sure you don't mind?"

"Actually, I've already read the most interesting chapter. Demand Curve has been analyzing businesses' effect on both local and global markets, and, well, it's splendid exposure for Carousel Boutique, plus it's always nice to have an expert's opinion on the books and one's market practices. He gave me several good suggestions for leverage to get better prices on material and wound up taking simply hours of notes on exactly what goes into an ensemble. You know, to hear him asking questions, you'd think that he just bought his clothes off-the-rack."

"Academics tend to, or at least they did in my day," Star Swirl agreed, "inasmuch as that was possible prior to ready-to-wear clothing and mass-produced goods. I myself had a standing order for academic regalia, and since my size rarely changed, it was just a matter of having an assistant measure me while I worked, report any changes to my tailor and then new clothes just arrived on a schedule."

"But darling," Rarity looked up from her sketchpad anxiously, "what about changes in style? New fashions?"

"Academic regalia has the distinction of changing very rarely in a pony's career, so that rarely mattered. And everyday clothes, well…I simply selected the tailor whose shop was located closest to my favorite bakery and got my breakfast there at the same time the tailor did. Sometimes we'd stop to pass the time of day, and as a result he saw me frequently enough to have a good idea of what I looked like. After that, the everyday clothes pretty much arrived on a schedule, just like the regalia."

"But…you didn't go over to _choose_ designs?"

"Why would I? I'm no expert in such matters, and likely my input would just interfere or present my tailor with difficult challenges that weren't really relevant. He knew my tastes and had a much better grasp of style and popular fashion, so I relied on his good judgment."

"You mean you took no interest in your clothes at all?"

"Oh, I took an interest, inasmuch as my input would have had any value. Stitchin' Time would bring a swatch or two of new fabric with him to the bakery and show them to me over scones, and if one felt scratchy or uncomfortable, I told him so, whereas the ones that were appealingly soft or of an interesting pattern, those I expressed a fondness for. And then the materials turned up in the new clothing." Star Swirl smiled. "Who am I to question an expert? I mean, sure, sometimes I mentioned that I could do with more pockets if it was convenient, but if the garment couldn't fit any more than usual, I have saddlebags for that sort of thing, he knew it, I knew it, and the feedback I gave him on each iteration of clothing helped him to design increasingly perfect garments for me. One's tailor, one's banker and one's dentist almost always know better and should be trusted."

"…I think bankers may have been different in your time," Twilight observed.

"Well, investments were very different. Much more hooves-on. Golden Bit would meet me for scones and let me know how my accounts were doing, give me simple options of this or that for the next investment, then share his best judgment on which was the better choice. Sometimes I took the parchments home or to work to look over, other times it was obvious he was right, and only twice were there factors of which he was unaware which caused me to make an investment opposite to his advice. He also handled my taxes and gave me suggestions of this or that for deductions, I'd pick whichever sounded nicest and it was all taken care of before work began."

"He sounds more like your accountant than a banker."

"Yes…I've heard that the two professions have split. Back then, whichever banker with whom you trusted your funds also managed them, and bankers were small, independent entities with only a few clients at a time. Now it seems banks are very large and work in the best interests of shareholders, and accountants and brokers have control of investment. So I'll amend the previous statement to 'accountants almost always know better,' yes."

"Star Swirl," Rarity raised an eyebrow. "Were you in the habit of meeting everyone who handled your non-academic business at the bakery for breakfast and just getting it all done there?"

"Naturally. Breakfast takes at least thirty minutes to enjoy properly, and absent someone to listen to or business to be done, the time would be spent most inefficiently. Luncheons, also, are excellent for business, and if one gets a quick sandwich, there is still time to fit in a visit to one's dentist. I always took my teeth rather more seriously than most; having seen a filling done in a tavern once, I never wanted to experience such a thing."

"Luckily, dental work is a lot less painful now," Twilight explained. "Colgate uses the latest anesthesia and she even has nitrous oxide gas nervous ponies can breathe to feel more relaxed."

The fact that she had needed the nitrous herself in order to stop asking nervous questions and let the blue pony perform her first annual cleaning once she got to Ponyville, Twilight didn't especially feel the need to mention.

"Er…forgive my ignorance, but why did dentists practice in taverns then? Or was that an emergency?" Rarity asked.

"It used to be that dentists, like doctors, traveled to their patients. The tavern was just popular because it had a lot of lanterns for working light, plenty of anesthetic and often an appreciative audience, which was good for old Doc Ivory's business. He was competing with barber-surgeons, of course, who would pull teeth if they were bad but never cleaned or filled them, and sometimes showing off to a crowd of ponies how a bad tooth could be repaired and how a bit of time with the brush each day could save them a lot of pain, well, it was good for everyone, and if a pony needed some courage, between the whiskey, the cheering-on and the side bets, it usually was enough to get patients into the chair."

"Oh, my! That sounds so barbaric!"

"Better than barber-surgeons, my dear," Star Swirl grinned. "There's a reason why woodcuts of the day always show me with a long mane. I didn't even trust those unsanitary blighters for a haircut."

"Well, I hope that you'll trust me with your next ensemble," Rarity smiled, bringing the sketchpad over and showing it to the archmage-pony. "What do you think of this? Classical, but with some modern touches to bring it up to date and add functionality, plus here, here and here are the pockets."

"How perfectly splendid! I haven't had something so nice in years. And I'm looking forward to more pockets."

"I think I can also sort out something a bit less menacing than your veil. How do you feel about goggles?"

"Goggles? Well…yes, I suppose, if they aren't too tight…"

"I was thinking a pair with tinted, reflective glass, blown with a bit of depth so they form little portholes for your…your seeing-eye rats, and then below that, we could try a more fitted mask."

"Wouldn't that make him look awfully like the Mysterious Mare-Do-Well?" Twilight asked.

"The whom now?"

"A little, but I think with a more masculine outfit beneath, a less dark overall color scheme and see, here, how I've included the vaguest hint of a uniform's lines?" Rarity showed Twilight the drawing, pointing out the detail. "If I do the tunic in earth tones and the trousers a pale khaki, the overall effect should be of a pony who sustained some tragic injury abroad, perhaps in some foreign service or heroic battle. It adds a touch of romance and implies a mystery about which it would not be polite to ask, rather than the current…_ominous_ look, and if ponies see earth-toned clothes in this style below a mask and some silk scarves wrapped to cover the skin, they'll tend to draw a conclusion that precludes staring or, really, any close scrutiny. A wounded war-pony is still thankfully rare, but people have a picture of one in their heads and they know staring is impolite, and by just implying the uniform with the lines and construction of tunic, trousers and coat…do you see where I'm taking this?"

"You're camouflaging him!"

"Exactly! Sociological camouflage! You take a thing that would scare some ponies silly and rather than hiding it under an outfit that looks almost as frightening just because it's so very mysterious, you give them just enough information in his costume to draw their own conclusions and look past it."

"Rarity, that's brilliant!"

"Indeed, my dear! And with pockets, too!" Star Swirl really did seem to love pockets. He slipped back into his old outfit almost with a rueful look. "However…I don't suppose…would it be possible to include my bell once the clothes are made? It's…it's important to me. I don't like to be without it."

"I can certainly manage that!" Rarity took her drawing pencil, erased some, drew some, looked appraisingly at the effect, re-did it, then showed it to Twilight. "How's that, Twi?"

"I like it."

"Good. It can be a surprise for me," Star Swirl nodded and took out a small purse of bits, then pulled a soft leather bag full of them from within it and placed it on Rarity's sketching table. "This should be enough for a deposit, and you can send the bill to room 206 of the Maple Tree Inn here in Ponyville. Speaking of which, I must go and inform the proprietor that I intend to stay for a few more days, if you ladies would excuse me?"

"Of course! Thank you for trusting me with this assignment!" Rarity gave Star Swirl a dazzling smile.

"And Princess, may I see you again this evening at the library, say, six o'clock?"

"I'd like that, Star Swirl."

"Excellent. Well, I'd best be off! Many thanks to you both!"

And with that, Equestria's greatest wizard was off to see about his hotel bill and sort out whatever business an arch-mage might have in town.

"Twilight?" Rarity asked.

"Yes?"

"Would it be _too_ unprofessional to pour us each a very stiff drink?"

"Well, it's only…" Twilight looked at the clock and then at Rarity. "Under the circumstances, I don't think so."

"Thank you, darling. Here," Rarity opened a cabinet and poured them each a small tumbler of something from a cut crystal decanter, then levitated Twilight's over to the alicorn. "You know I never drink before five p.m., but _that pony_…"

"I'm sorry. He can be a little much."

"Well, personally speaking, he's _fine_, darling. A bit awkward socially, but no worse than many of Fancy Pants' more interesting guests. I don't know what it is, but sometimes a vast store of knowledge seems to crowd out a few of the pony skills, that or the time it takes to become a brilliant expert takes up enough of a pony's socializing time to have an effect. Or he might have one of those autism-spectrum disorders one hears about, just a mild one…but either way, I found him charming enough. He was _visibly_ making an effort, and that counts for a lot, to me."

"Really?"

"Mm-hmm. Etiquette is merely the science of putting other ponies at ease and making sure everyone around you is as comfortable as can be, after all. And he _was_ trying. You could tell."

"I got that impression, too. So…he doesn't seem too bad?"

"On a personal level? No. _Physically?"_ Rarity shuddered. "I was trying _really_ hard not to faint again or throw up. All those rats…"

"Oh, dear. I shouldn't have brought him here…"

"No, Twilight, it's not his fault at all. You see…" and here the white unicorn blushed a little, "my family wasn't always …well-off. Mother and Father both worked, but it was in retail clothing establishments, none of which pay very well and…well, we didn't have much money. I actually learned to sew because my parents couldn't afford very much in the way of clothes. And to this day, one of the things I love about fashion is that it's accessible to everyone no matter what their income, with a bit of effort and creativity. It's possible to look just as stunning in secondhand things that have been altered to fit one well than it is to have the very latest couture at the top prices. I should know. I only had one new dress a year until I was…but anyway!

"When I was a little filly, younger than Sweetie Belle, my father lost his job. The store he worked for was laying ponies off because Filthy Rich's new super-store was cutting into their market share. So Father went and got a job with them, but you know Filthy Rich only gives most ponies part-time hours, a wage that's just a hair above the minimum and instead of benefits, well…" The unicorn still seethed at the memory. "_That nag_ gave my father the paperwork to apply for _state_ benefits! Like a welfare pony, even though he was working hard and taking every shift he could get! He took a second job, too, but they didn't have benefits to give him. So Mother applied for benefits at her store, but that cut into her paycheck so, and with her commission down, her maternity leave for Sweetie Belle due to start any day, and Father's wages lower than they'd ever been…well, we had to give up our apartment and move into a cheaper one."

"Oh, Rarity, I'm so sorry!"

"It wasn't so bad, really," the white unicorn explained with a smile. "I actually lived closer to school, though I'd go the long way around to keep my friends from knowing where we were, and not having my own room meant I got to stay up late and sew or read to baby Sweetie Belle. When Mother was back on her feet and working, I got to spend lots of time with her! And with _his_ hours cut so badly, Father had time for night school, where he managed to win one of Princess Celestia's continuing-education scholarships for working parents. He retrained and eventually got a job assistant-managing a jewelry store, and when I got my cutie mark, well…being able to search for gems helped… a _lot_."

She smiled at that part of the memory. "I made enough from that first geode for the down payment on their house and still had loose stones enough for the costumes in my school play," Rarity sighed, still proud of what Twilight realized was one of Rarity's most proud, albeit well-hidden achievements. She had never once known that the couturier had grown up in working poverty.

"But that apartment, you see…" Rarity blanched again, "it _did_ have rats. Mother put down traps and Father made sure we never left out even the tiniest bit of food, but with so many apartments in the building and Dumpsters right outside that weren't always emptied as often as they should be, cheap apartments, you know, well…the _important_ thing is that they never bit baby Sweetie Belle!"

Twilight stood there, horrified at the implications of that. She could picture a tiny, blank-flanked unicorn, staying up all night long reading or sewing as she guarded her little sister from the rats, rats that _would_ bite a little filly if she even once nodded off to sleep while her folks were away at work…

"Oh, Rarity…"

"So it's absolutely not Star Swirl's fault I have a silly phobia of the creatures," Rarity explained, in a 'that's that!' sort of way. "If you wouldn't mind, though, please don't tell Fluttershy. It would upset her so to know that _that's_ why I prefer to have most of our get-togethers at the spa rather than her cottage. Her rats are _nothing_ like the ones in that –that _tenement_, but the sight of them still gives me a wibbly feeling."

"I understand," Twilight nodded. "In fact, I think before I introduce Star Swirl to any more of my friends, I'd better make sure none of the others are …upset by rats."

"Well, Fluttershy isn't, we do know that for sure. She might have _opinions_ on Star Swirl's making a body out of the little things, you _know_ how she is about animals' rights and good treatment."

"Yes," Twilight sighed. "I think I have a long way to go before he'll have many platonic friends."

"Is _that_ what you're helping him with?"

"Oh, yes. And it's not exactly easy, either." As Rarity started selecting fabrics and sketching up the pattern for Star Swirl's outfit, Twilight explained the events of the past few days. Rarity wasn't exactly at her most productive, given the pauses for shock, awe, amusement, extreme amusement, barrel-splitting laughter and more shock, but soon the unicorn was apprised of the situation, minus the truly embarrassing details and the specifics Twilight didn't feel it was appropriate to share, such as to just whom Star Swirl's last bell referred and exactly _what_ kind of magic she needed his advice on so desperately.

"I see," Rarity finally said, after Twilight had delivered practically the whole story. "Forgive me if this is being a little blunt, darling, but you don't really see yourself dating him, do you?"

"_Oh, Celestia's garters, no!"_ Twilight cried. "That would be a disaster! He'd bring out only the worst in me and I wouldn't be much good for him, either. That…and I really can't see myself with anyone who's so…so…"

"Slutty?"

"No, that's not the-"

"Promiscuous? Patently incapable of monogamy, let alone commitment? Hedonistic on a physical level which makes Fluttershy's bunnies look like the Cloister of St. Genevieve the Chaste? If he had the commitment, but not the monogamy, I wouldn't mind myself, but you've always struck me as the sort of mare who likes a one-mare stallion."

"Well, it's a little of that –what do you _mean_, you wouldn't mind?"

"There are lots of couples who are completely committed to one another, but capable of having…oh, _how_ to put this delicately…outside interests? Occasional sleepovers? You might not think so, but some of the most adorable and happy couples, mares and stallions you'd never expect, actually enjoy dalliances and even long-running peripheral relationships with third and fourth ponies. Sometimes it's even _together,_ like the swingers one sometimes reads about or those naughty clubs in places like Canterlot and Manehattan. And all this without ever straying emotionally from their most-committed, the 'primary' I've heard them call it, relationship."

"Polyamory, right?" Twilight nodded. "I've read about it, but it always struck me as some stallion or mare clop writer's fantasy."

"Oh, no, it exists, and it's more common than you'd think, _much_ more common." Rarity picked up her scissors and began cutting out the pattern for Star Swirl's tunic. "I'd never gossip about other ponies, but if you think about it, some of the ones in Ponyville really can be shockingly obvious. And, it must be confessed, _well_…" The unicorn tilted her head and smiled in an equally 'well…' sort of fashion that made Twilight gasp.

"_You've_…done that sort of thing?"

"Only with one couple, and they enjoy the company of other ponies together, yes. The polite term for a pony like me in those circumstances is 'third.' It was actually very nice and I care for both of them quite a lot." She sighed contentedly at the memory. "And it turns out that when one informs a married stallion that one has no interest in being a homewrecker, there's really never a time when that's the wrong answer. A genuine cad will be driven off and a perfectly ethical and very caring, if somewhat unusual husband whose wife also happens to be attracted to mares, well, that's when one gets a proper explanation and confirmation that one is admired by both ponies and that...well, you see."

The way Rarity explained it actually made more sense to Twilight than any of the books in which she'd encountered descriptions of such matters.

"So…they both…"

"Mm-hmm. It was actually lovely. We send letters sometimes, they're very good friends of mine even without the other –erm, level to the relationship, and though I know I'm not the only mare or stallion about whom they feel that way, it is nice, for ponies who are at least somewhat polyamorous. I never thought I was before I met them, but it turns out there's a certain…seam allowance to mare sexuality that I hadn't been aware of. Room to make alterations, you know."

"Hmm." Twilight, while a little startled, was no longer quite as confused as before. "So…does that mean you're technically bisexual?"

"I think it makes it rather definite, don't you think? Though I think mine is more situational bisexuality than full. Some mares and stallions are consistently drawn to both, others are drawn mostly to one but are capable of…well…appreciating the other, given the right pony. There's also such a thing as being sapiosexual, which might conceivably be Star Swirl's orientation, if I'm understanding him right."

"Sapio…as in, attracted to sapience?"

"To intellect or emotion, yes; the idea is that one doesn't become physically attracted to another until an emotional or intellectual connection is established. It's the opposite of a person who sees a pretty mare across the room and decides to go get to know her because she's attractive. A sapiosexual meets a smart or kind mare or stallion, gets to know them better and then realizes that they are also attracted to them physically."

"You fall for the mind first and _then_ the body," Twilight finished.

"Yes, exactly; does that sound like anyone else we know?"

"…Fluttershy."

"Yes. She is rather a textbook case, isn't she? I actually thought she might be an ace pony, but then I noticed the not-very-well-concealed crush on the one veterinarian who spoke at that Lapine Health Conference she went to last spring."

"Ace is…asexual?"

"Yes, that's an orientation, too. It's even possible to sort of split it; a pony can be hetero, homo or bi-romantic, which means they're emotionally attracted to a given gender, or even sapioromantic where they're emotionally attracted to a certain kind of mind, but they still identify as ace because they don't feel any need to express their affections sexually. There's an adorable couple I know in Manehattan who are romantic aces and very happy together."

"Hmm." Twilight wondered if she should admit to something, then realized Rarity was possibly the most completely understanding –and surprisingly well-researched pony with whom she could discuss such matters. "For a while, I thought I might be asexual."

"There's certainly nothing wrong with that, lots of ponies are."

"But…well…I'm not. Definitely not," Twilight blushed.

"Also perfectly fine."

"But…I still don't think Star Swirl is right for me…" Twilight blushed hard, suddenly, "even if we might both be sapiosexuals. Is that a rare one to have?"

"Not especially, I don't think. And even if it were rare, that's still no reason to get involved with a pony who is compatible in one way, but not others."

"That makes sense. Still, I…how _does_ one go about figuring out what one is?"

"…You're a biologically female alicorn with a naturally lavender coat, Twilight."

"You know what I mean."

"And I also know that one's sexual or emotional orientation doesn't define what anypony is. We aren't pickle jars, to have labels glued on us. Your sexuality is a part of what makes you who you are, but that's never the whole thing, and sometimes over time even important parts of what makes us who we are might change," Rarity smiled. "As you might recall, you didn't start out with wings."

"That's true," Twilight eyed her feathery wings critically.

"Now, if what you're wondering is 'how do I figure out what kind of pony I'm _attracted_ to,' now, _that's_ something I can help you with!"

"Oh, good!" Twilight smiled half-heartedly, knowing what was almost certainly coming next.

"For starters, I'd examine what kinds of pony you've had an interest in, in the past," Rarity began, pushing her work glasses up her nose. "What have your previous relationships been like?"

"…I have friends and I have relatives."

"And…?"

"And that's pretty much it."

"_Really?"_

"Really." Twilight was getting tired of saying that.

"Oh. Well, that makes sense. If you still don't know what you want, how can you be expected to have picked someone out? Not _everypony_ who's questioning their own wants, needs and desires tries to find out by sampling different options until they know."

"…Some ponies really do that?"

"Yes. I don't recommend it, though." The dressmaker started levitating pieces of cut-out cloth backwards onto the ponyquin and pinning the seams into place. "It's too easy to break hearts or get yours broken. And there's always the risk of stalkers. That isn't fun."

"You've had a stalker?"

"Once. And it wasn't even like I'd led him on or _anything_. Applejack helped sort it out for me."

"That's good." Twilight thought of Applejack's tree-bucking abilities and decided that for statute-of-limitations reasons, she didn't need to know.

"Yes. She arranged for her brother Big Macintosh to escort me around town on my errands, then when my stalker showed up, she gave him a very stern and honest lecture about how I just wasn't interested, I agreed with her, Big Mac was there just in case things got nasty, and the poor confused pony wound up apologizing and leaving me alone."

"Really? That ended better than some stalkers you hear about."

"True, though I think Rainbow Dash's threatening to electrocute him with a lightning bolt if he ever darkened the door of my boutique again also helped. He left town shortly thereafter." Rarity looked momentarily concerned. "I've always wondered if she meant that."

"She_ is_ the Element of Loyalty."

"Yes," Rarity sighed, then went wicked. "And I must admit, that irritating stallion _would_ look twenty percent cooler if his entire coat was singed by a lightning bolt."

"So you like your stallions charred, then? Perhaps Spike really does have a chance with you," Twilight joked.

"I hate to admit this, but there have been times when I really regretted our age difference," Rarity frowned, toying with a pincushion absently. "Spike sometimes has these moments of surprising maturity, I look at him and I think 'he wouldn't be a bad match once he grows up,' …though, of course, I'd never consider anything of the kind. That would be wrong in a _lot_ of ways, not least the fact that I'm twice his age."

"Well, you do know that dragons live for a long time…perhaps maybe someday you two might kind of…I don't know…catch up to one another."

"It's possible," Rarity conceded, "but by then, I'd feel like a dreadful cougar of a mare, snapping up a younger stallion in a desperate attempt to reassure myself that I'm still desirable. That, and he'd almost certainly outlive me…"

And there it was, the same problem as before.

"Rarity…if you found out that you weren't necessarily going to die, what would you do about it?"

"Oh, Twilight, everypony dies someday."

"No, really. What would you do?"

That question took the unicorn a little off-guard.

"Well, for starters, I'd _completely_ re-plan my retirement. It's possible to be careful enough when one can guess approximately how long one might live, but if there's no upper end in sight, then there's either going to be no need to stop working or a much longer period of retired living that one's investments and savings will need to fund."

Twilight hadn't considered that. And exactly how much did royal Princesses make? She hadn't checked her bank statement since the transformation had occurred, what with everything that had been going on, and she was really going to have to start thinking about that –but for now, it was beside the point.

"I mean, what about your friends? Your love life? Would that change who you might wind up with, if anyone at all?"

"I think I see where you're going with this, Twilight," Rarity set her needle down. "If you're considering getting involved with Star Swirl the Bearded simply because alicorns are typically immortal and so is he, while I can't fault the logic, I have to say that that's a really bad idea, emotionally speaking. Not to mention his…physical attributes." Something struck her funny at that second. "I'm almost sure nopony else has ever considered a sexual relationship where a Habitrail could be used as bondage gear." Then she thought for a second. "Well, nopony we know, anyway."

"Right now I'm trying to help Star Swirl make some platonic friends and kind of…kind of readjust to society. I figure if I can help him be a happier pony, he might finally tell me how he managed the immortality process."

"But alicorns tend to be immortal."

"Yes, but it's not for me. I don't want to lose you and the other girls."

"…_Twilight Sparkle!"_ Rarity cried, her eyes wide as dinner plates. "You are not suggesting that I…that we…?"

"Well, I'd have to rework the spell so it wasn't _rats_, but…_something_ like that…"

"Oooh, make it chinchillas, they're fashionable!" Rarity remarked sarcastically. Twilight perked up.

"Really?"

"_No!_ That's disturbing on several levels and I want you to put it right out of your mind."

"Are you sure? Because it wouldn't be until you grew very old…and _wrinkly_…and could no longer fit into your favorite ensembles…"

"And it would be exciting to wear a hundred different little dresses at once…what am I _saying?!" _Rarity shook her head violently, as if to shake out the very idea of it.

"I just…I don't want to lose all my friends and then have to keep on living," Twilight sighed. "I don't want any of you to die."

"I understand, but…wouldn't we have to watch everyone else we love die, too?"

"I suppose. It can't be a universally-applied fix, or you'll start to get evolutionary and reproductive problems like you see in long-lived species with no natural predators. It's a very fragile place to be for any species, and ponies wouldn't be any different. Either ponies would stop having fillies and colts, there would someday be too many ponies, or as soon as a new predator or environmental risk appeared, there'd be huge problems."

"And while I'm not looking forward to dying, I don't know if immortality might be the greatest thing. I _know_ I don't want to be a talking pony skeleton puppet piloted by a team of intelligent rodents,_ that's_ for sure, but simply…not dying? I don't even know what to make of that, it's never even been an idea I've considered."

"Suppose I found a way to make you an alicorn?"

"Well, I'd have to recut simply _every_ coat I own and half the –well, actually, I don't know. I'd make a dreadful flyer, that's for certain. That little incident in Cloudsdale left me just a bit acrophobic, though I'm sure Rainbow could sort me out. Though, could you really see Rainbow Dash with a horn?"

Twilight pictured Rainbow Dash flying through the sky as she levitated little Scootaloo and a number of orphaned fillies and colts from the Ponyville Orphanage with her magic. It was adorable.

Rarity pictured Rainbow Dash flying through the sky and emitting bursts of magic like a weapon at armies of Changelings, blasting the equinsects into gobbets of awful green goo and executing a barrel roll before shouting something very joyous that ended with a shocking obscenity. It was upsetting.

"…_Maybe,"_ the two magic-users reflected in unison.

And that was as close as Twilight Sparkle got to solving the problem that morning at Carousel Boutique.


	7. Pressures

Chapter Seven: Pressures

Twilight Sparkle really needed a break from socially-challenged mages, rodents and the relatively shocking revelations of otherwise normal (for a given value of normal,) couturiers for a while. The visit with Rarity hadn't really been so much stressful as heart-to-heart once Star Swirl had left, but it had still yielded a lot of new information about her friend that Twilight really needed to mull over and mentally organize. The fact that Rarity was a bit more…cosmopolitan in her personal life was actually relatively unsurprising, but the fact that her background was almost entirely different than from what she'd implied and her _elemental_ generosity almost certainly among the results of a loving but deprived fillyhood, well…

It begged a lot of questions about nature, nurture and what really made ponies tick. Also, exactly how much of an effect did your background have on you, really?

Twilight found a seat at the café in Ponyville and ordered a daffodil sandwich and a bottomless coffee, knowing that she would be there, thinking, for at least half an hour.

Twilight's own parents had never really indicated anything one way or the other about money. She had never wanted for anything growing up, certainly, but then, she had never asked for anything really expensive save the School for Gifted Unicorns, and tuition wound up not being an issue thanks to her scholarship. Her mother Twilight Velvet was a reasonably successful author and her father had a reasonably high-level management position in Princess Celestia's meritocratic civil service. She knew that her parents didn't work with their hooves for a living, weren't nobility and weren't really either poor or rich…and yet, she realized now that they had raised their colt and filly on an income probably four, maybe even five times that of Rarity's family, with a lot more free time after work.

That was a harsh realization, but the arrival of her coffee helped smooth the blow.

Was it really any wonder that Rarity, who had grown up with so little, took such delight and pride in sharing whatever she had? How might less or more in the way of resources change a pony for good or ill? Twilight suddenly realized exactly why Rarity had intentionally changed her speech (it was obviously not a natural accent, given how her parents and Sweetie Belle spoke by comparison,) gone to such extremes to be accepted in Canterlot's high society and why, perhaps, she placed such a high emphasis on etiquette and gentility.

For a pair of retail drudges' whelp to even dream of owning her own business and moving in 'the better class' of social circles must have seemed nearly unthinkable even in the Princesses' allegedly-egalitarian society. Rarity had also seen, first-hand, the difference between wealth and nobility. Wealth was building a fourteen-bedroom mansion while one's employees lived in squalid hovels. Nobility was investing one's wealth in such a way that even as it grew and enriched one's own coffers, it gave fair wages and decent employment to many. Surely the real nobility of Canterlot must be better than the wealthiest family in Ponyville, and as such, Rarity affected the mannerisms and etiquette appropriate to whatever conception of the former could be found in books.

(The waiter refilled Twilight's coffee.)

Of course, not having actually been to Canterlot until she was an adult and having only the class-flattering novels such nobles enjoyed and never quite lived up to for her template, was it any wonder that Prince Blueblood's entitled idiocy or the profound superficiality of the Canterlot elite had come as surprises to the white unicorn? She had expected goodness to match the manners, respect to match the etiquette and for being ennobled to mean one actually was noble.

Poor Rarity couldn't possibly have known, prior to actually going to Canterlot and seeing what passed for nobility, that there were more noble qualities to be found in the dirt of the Apple family's farm than the entire Grand Galloping Gala.

To Twilight, the nobility had just been among the other ponies her parents sometimes had over for dinner or went to parties with. Some of them were complete assholes, some of them were kind, competent or some combination thereof, and some were just a bit boring. The fact that Fancy Pants was a baronet simply never occurred to her. She thought of him as the nice practically-uncle who'd brought her a complete set of the Baroness Orczy's novels for her tenth birthday and whom her father was always posed next to in the picture postcards they sent home from business trips. The fact that Prince Blueblood was a prince-of-the-blood and Equestrian minor royalty only mattered insomuch as that after meeting him for a playdate arranged by their mothers, ten-year-old Twilight had completely rewritten her very first adventure novel so that the handsome prince died of amoebic dysentery in the first act and the heroine instead wound up with the pirate captain she had previously intended for comic relief.

(The waiter, coming to refill Twilight's coffee again, asked if she might like to try the zucchini fries with her sandwich. She thought that sounded delightful and requested a side order of same and a bottle of ketchup.)

And the ambassador Grand Duke von Cloppinghof, while a bit dull at times, could be counted on to furnish more than three-quarters of one's homework if one merely listened to him, took notes and remembered to look up every book he recommended. Twilight's mother had shot her so many grateful looks for keeping the pony other nobles regarded as 'the old bore' busy, but with everything from history to military tactics to tax policy to learn, how could Twilight _not_ enjoy such a knowledgeable old pony's company?

That reminded her of Star Swirl. While Twilight had never, as far as she could recall, entertained a crush on dear, grandfatherly von Cloppinghof, she did, in moments of complete personal honesty, have to acknowledge that she didn't really see age as a barrier to interesting conversation or, perhaps, a bit more than that. She routinely had far more interesting conversations with little Scootaloo, who was trying valiantly to read anything and everything Rainbow Dash had read the preceding week, than with the ponies her own age who came in for various different books and never seemed to want to discuss any of them. And she looked forward to the Thursday night murder-mystery book club, populated almost entirely by senior citizens and headed by Matilda Donkey and Granny Smith, more than any other social activity in which her best friends weren't involved. (And Rainbow Dash really did stand a good chance of joining that, as soon as 'Daring Do and the Cat Among the Pigeons' was published. Twilight Velvet had been letting her daughter proofread her manuscripts for some years now.)

Age really wasn't a barrier to friendship, Twilight knew, but if one wasn't necessarily going to die, exactly whom but an immortal sorcerer really entered into one's dating pool? Star Swirl the Bearded had been a hero of hers for many years. Then he showed up and turned out to be a flawed, equine pony just like everypony else. Obviously he wasn't right for her now, but really, what other choices did she have, when normal lifespans and immortal ones were contrasted? Sure, she had considered it, been briefly kinda-sorta amenable, then realized exactly why that would never work…but after another thousand years or so of loneliness, who knew what she might consider just to end the feeling of being so totally alone?

"Princess Twilight Sparkle," a voice intruded upon her dismal reverie. Twilight looked up and almost flinched at the sight of an orange, blue-maned pony bowing with his Royal Guard helmet removed and tucked under his hoof. "I apologize for intruding. Might this be a good time to present my Royal Warrant and place myself at your disposal?"

"Dis-disposal?" Twilight gasped.

Flash Sentry, Lieutenant of Princess Celestia's Royal Guard. Inexplicably orange and unspeakably handsome guardspony about whom (in moments of complete personal honesty,) Twilight had to admit to having entertained certain…thoughts about, especially after the confusing and frankly worldview-altering events of her Quest Beyond the Mirror, as the palace historians were so fond of terming it.

And why, exactly, did she still hear the sound of that weird electromechanical instrument the human Flash Sentry had been fond of, every time she saw the pony version?

"Yes, ma'am," the pegasus replied. "I am to present my credentials as Their Royal Majesties' appointed Commander of the Guard here in Ponyville." He grinned shyly and gestured to the scroll. "But we don't have to go through all the fuss now if it isn't convenient. May I meet you at the Golden Oaks Library, at a time of your choosing?"

"Er…no." _'Why did I say that?'_ Twilight thought wildly. "That is, won't you…join me for lunch, Commander?"

"I'd be delighted, ma'am. Though it is, technically, Lef'tenant, until such time as you accept my credentials and provide my first assignment as Guard Commander."

That voice. That mane. That orange coat…

"Credentials accepted. You are hereby assigned to order something and then we can go from there," Twilight gasped, tucking the scroll into her saddlebag and speaking so rapidly she was both surprised the Lieutenant could understand a word and a little offended at the knowing look the waiter gave them both.

"A daffodil sandwich and zucchini fries, please," Flash Sentry informed the waiter, with a nod.

"Anything to drink, sir?"

"Carrot juice, if you have it."

"Very good, sir, right away."

And they were once again alone.

"So…Commander," Twilight began, "did Princess Celestia mention what duties she had in mind for you here in Ponyville?"

"Surveillance of the EverFree Forest was part of it," Flash Sentry explained with a smile. "I'm also to examine the badlands south of town for signs of Diamond Dog incursions, there's a small budget for improving the Ponyville Volunteer Fire Department and she mentioned that conducting a series of fire, earthquake and disaster drills with the citizens would be a good idea."

"Ponyville could certainly do with some better preparedness," Twilight agreed, thinking of a few incidents in just the past year or so.

"I expect so. We'll be seeing a lot of each other, then."

"…We will?"

"The best organizer Winter Wrap-Up had ever seen and co-savior of Equestria, the Element of Magic herself? Really, Princess, I've been looking forward to working with you ever since Her Majesty issued my marching orders." The dashing pegasus grinned. "If nothing else, it'll be nice to have a second pair of eyes on the paperwork. You wouldn't believe how many _lists_ there are in disaster preparedness…"

"I'm good at lists," Twilight agreed in a tiny voice before really wishing she hadn't.

"Your reputation as a civil planner does precede you. I did want to ask, though, is there anything you consider an especial priority, public safety-wise?"

"There is a Timberwolf problem in the EverFree," Twilight explained.

"I see," Flash Sentry's expression went serious and he withdrew a map from his saddlebags. "Do you suppose the landowners adjoining the EverFree might be amenable to installing some safety fencing and perhaps a few surveillance towers? I have a rather larger budget at my disposal for funding such works, but I find that obtaining property owners' buy-in for necessary civic improvements tends to help. We installed windmills on the surveillance posts near Bitsburgh and the ponies there were so happy, they granted the Crown a perpetual lease on the posts and adjoining fence."

"Well, most of the land adjoining the EverFree Forest belongs to the Apple family," Twilight gestured to the map with her hoof. "I'd almost guarantee they can be persuaded to allow fencing and surveillance towers, provided it doesn't interfere with their crops or cost them too much out-of-pocket."

"What if I arranged for the new metal-pipe fencing? If we plumbed it together just so, we could give them far more in the way of irrigation options in addition to greater protection from the creatures of the EverFree?"

"That might work really well." Twilight was pleasantly surprised by Flash Sentry's grasp of both politics and technology. It hadn't occurred to her that a pony so handsome, with the dashing armor of the Royal Guard, might also be remarkably interesting to talk to. "I didn't know the metal-pipe fencing could actually be plumbed to carry water."

"Oh, it can," Flash Sentry agreed. "We hit on the idea when we were forced to improvise a blockade during the last Changeling invasion. There wasn't time to fabricate straight tubing, so we acquired some off-the-shelf plumbing pipes and fittings from a Canterlot hardware store. The resulting fence was a complete circuit, so to give it additional weight without a corrosion risk, one of the Royal Corps suggested filling the pipework with a combination of water and chromium."

"Trivalent or hexavalent?"

"Oh, trivalent. There were civilians nearby!" Flash Sentry smiled. "It turns out that the Changelings' magic is just ion-reactive enough to cause an electroplating reaction and just vampiromorphic enough to rebound off a chromed surface, though, so the plumbed fencing was actually far more effective than expected. We can actually block some of their attacks with the new mirrored shields they're developing in Q Branch now."

The waiter appeared and set a large glass of carrot juice before Flash Sentry and their sandwiches and zucchini fries before them. Twilight and Flash both thanked him before he officiously disappeared once again.

"But I don't mean to bore you with a lot of technical details," Flash looked at his sandwich sheepishly, a blush starting on his cheeks.

"Not at all!" Twilight interjected, before blushing and looking down at her own sandwich. They remained like that for a second or so before both attempting to talk at once.

"You first," Flash nodded.

"No, you."

"Well, er…I…I suppose that's one of the more immediate applications of recent Corps technology," he explained.

"Corps? I thought you were a lef'tenant in Princess Celestia's Royal Guard."

"Oh, yes. Specifically, the Royal Corps of Engineers," Flash explained. "I had the privilege of helping to introduce modern plumbing, drainage and …sanitary facilities to the Crystal Empire recently, so…you'll pardon me for having pipes and pressure valves on the brain just a bit."

"Is that why you were there during the Summit?"

"Yes, exactly. My specialty is actually surveillance and early-warning defense systems, but some of the Corps' best ponies haven't quite recovered from injuries sustained in the Changeling Invasion yet. I was only brevetted to Lieutenant Commander during the Siege of Canterlot, truth be told, and I'm fairly certain I'd never have been Acting Commander for so long if it weren't for the hoofpower shortage."

"I'm familiar with lieutenants; they outrank warrant officers and are just below a captain, correct?"

"In the land-based services, yes; though the Corps of Engineers uses the naval rank system. Lef'tenant is equivalent to Captain, Lt. Commander is like a Major and Commander is the same as Lt. Colonel."

"I think I understand it now," Twilight agreed. "So you've had _two_ promotions recently."

"Yes'm."

"May I ask a completely rude question?" she tilted her head to one side.

"Absolutely, ma'am." Flash Sentry smiled. He really did have a nice smile.

"I've noticed that a lot of the Royal Guard have white or gray coats. I've never seen an officer with an orange coat before. Why is that?"

"Coat powder, ma'am," Flash smiled. "Not a rude question at all, actually. The Royal Guard, the Royal Aerial Battalion and the Royal Coast Guardians all wear coat powder on dress occasions and when serving at the Palace. The Royal Navy and by extension the Royal Construction Battalion and Corps of Engineers, do not. It was actually one of the reasons I chose this particular service branch."

"Really?" Twilight Sparkle restrained a giggle. "I never realized the guardsponies powdered their coats. It makes sense of course, though Shining Armor never did mention it. But given that he's already white-coated…"

"Yes'm," Flash agreed. "It's a tradition, and while it started for mere aesthetic reasons, I understand that it does provide a certain anonymity. Guardsponies could be bribed or their families targeted by enemy combatants or attempted saboteurs, but not if nopony knows who they are. So the coat powder is actually fairly important to national security."

"So…why is it that the Corps of Engineers and Construction Battalion don't wear it?"

"The Royal Navy doesn't, and the Corps and Battalion are part of the Navy, officially." Twilight gave Flash a look and he clarified. "I expect coat powder and moist sea air are somewhat incompatible."

"Oh! So it washes off!"

"More like 'turns into a sticky mess akin to bread dough,'" Flash explained. "And as for why I do not personally wear it, even when I am temporarily assigned to the Court of the Crystal Empire where inter-service dress uniform is appropriate…" the military pony shrugged and swallowed a bite of sandwich. "Fact is, Princess, I'm allergic to coat powder. Break out in a rash within five minutes, welts and throat-closing, the works. I was offered a place in the Guard after the Academy, but chose the Corps for my health and the good of my brother soldiers. No sense dragging the unit down with my own failings. Sometimes we simply have to be what we are, and if that changes what we become, well…so be it." He took another bite of sandwich, chewed and swallowed. "I've shocked you, haven't I?"

"Actually, not at all." Twilight suddenly felt as if she'd known Flash Sentry for years. "I'm allergic to some kinds of nuts, myself, rash and everything. And I didn't learn to like formal ball gowns until I met Rarity –she's the Element of Generosity, you know, does beautiful couture designs even I can love.

And it sounds like you're a perfectly splendid fit for the Corps of Engineers, Commander."

"It is kind of you to say, Princess."

"Call me Twilight."

"And you must call me Flash. The food here is really quite splendid, isn't it? Makes the castle commissary seem fairly bland by comparison."

"I remember the castle commissary as the most boring place I've ever eaten," Twilight smiled. "Shining Armor invited me to lunch sometimes and we'd eat there between his drills and my classes. The mashed potatoes were fairly good, but what they did to grilled mushrooms!"

"Someday I must prepare my old drill sergeant's Portobello pub sandwiches for you. He used to marinate the tops of two mushrooms per cadet in butter, fresh garlic and cracked pepper with just a splash of red wine, then grill them and serve them on whole-wheat buns with hand-cut potato fries and _such_ a sauce: honey mustard and four different kinds of cheese. It made up for everything dreadful he ever made us do in training and tasted, I promise you, like something the Princesses made." Flash Sentry sighed wistfully. "The old devil's retired now and finally opened up the café he always wanted in Bitsburgh. Serves the fries right on the sandwiches, and a glass of lager this big to go with it," the Commander gestured to indicate a glass as tall as the distance from hoof to elbow.

"Do you like cooking?"

"A little; that is, I can make a few things."

"I'm really not very good at it," Twilight admitted. "Spike, he's my dragon, he loves to bake, but that's mostly recipes with gems in them. I mostly eat in cafés or make up a batch of noodle soup."

"Do you mean hoofmade noodles or the hard kind you can get in stores?"

"There's a hoofmade kind?"

"Oh, yes. Hoof-rolled noodles are actually one of the things I used to make in the Academy after…various infractions. Between rolling noodles and peeling potatoes, your average Guardspony is actually quite the scullery foal."

"I'm going to remember that," Twilight smiled. "So we have to ask Applejack about the plumbed irrigation fence; how about the Ponyville Volunteer Fire Department?"

"I'd like to see their building and facilities. It may be that they don't need much, or we may need to increase the enrollment and improve their equipment substantially. Hard to say at this point; all I had to go on was the annual reports."

"Are those not comprehensive enough?"

"They gave me a good idea of the organization's accomplishments, budget and resources, but that's only on paper. No substitute for seeing it in person."

"That's a good point," Twilight nodded. "To go by the annual reports, the Golden Oaks library was perfectly organized before I got here."

"I take it the library…er…_wasn't?"_

"Well…for a given value of organized. The librarian's position had been empty for so long, and since the only volunteers were senior citizens and students from Ponyville's public school, they'd decided to organize the books alphabetically…by title. Fiction, nonfiction, reference, they made no distinctions. The biggest section they had was Books that Begin with 'The.' I found adventure stories next to medical reference books and dictionaries next to fillies and colts' genre fiction."

"You're kidding."

"Nope! It was pretty bad. Took Spike and I almost a whole week to sort it out properly, and then the card catalogue…" the alicorn trailed off with a rueful smile.

"Could you use a directed shuffle spell?"

"That's what I wound up having to do, but those are only about eighty percent accurate at the best of times. Still, we got it done. Annual reports, my hoof!"

"Suddenly, I really feel like going to meet your friend at the Apple farm and letting the horrible revelations wait awhile."

"I think that sounds like a lot of fun," Twilight sighed, before realizing how silly her tone sounded and coughing slightly. "And if you'd like, I could give you a proper tour."

"I would like a tour very much. But first, Prin- Twilight," Flash smiled again. "May I ask you an exceedingly rude question also?"

"…Of course."

"How good are you with those new wings so far?"

Star Swirl had never been so upset. And the day had been going so well, too…

The innkeeper was perfectly happy to extend his stay and accepted the bits for two weeks' reservation gratefully. However, the younger colt with a receptionist's bell for a cutie mark who wrote up his receipt had rather tactlessly asked about the reason for the veil, and rather than risk the innkeeper's firing the young fellow, Star Swirl had quickly insisted that he took no offense. He decided to be as honest as was reasonably possible and explained that he'd sustained some serious injuries and needed to keep them away from light and public view. "So as not to offend lady mares' sensibilities," he added confidentially, and the two ponies at the desk nodded and expressed their sympathies.

They also insisted on treating him to a complimentary drink in the hotel's tavern, even though it was barely lunchtime. Star Swirl knew that most ponies no longer drank alcohol during daylight hours unless they were on holiday and that the ubiquitous 'small beer' of his day had been replaced by clean water and a plethora of soft beverages. But he was in a hotel, why not accept the kind gesture and enjoy a bit of a holiday? So he accepted on the condition they each have a glass as well, and when they'd each shared a story, he shared a perennial classic of an old anecdote that soon had them both laughing.

Fermentation and especially distillation technology had improved wonderfully in the past few hundred years. Only the rats nearest his veil's edge could sip the delicious liqueur, but by feigning a sore neck and rubbing the place where they were rotating out with his hoof occasionally, and taking very tiny sips, Star Swirl was able to spread the effect over enough of his component rodents to retain the greater part of his sobriety. Strangely, this was also how the innkeeper and bell-captain sipped theirs slowly. His manners must be up-to-date then.

The Innkeeper was soon prompted to share a story, then the young bell captain shared an amusing little tale of a mishap with the elevator. It had been the colt's own fault, which he readily admitted, but the funny part involved explaining to the inconvenienced guests that it was his second day on the job. It seemed the service professions were no longer treated with the respect Star Swirl had been accustomed to, so he expressed the opinion that the guest who'd insulted the bell-captain's mother over the incident was a bad hat.

"Still, you must get all sorts in your line of work," he observed with a bit more cheer. "At the hotel where I stayed in North Zebrica, I saw a perfectly dreadful pony haranguing the zebra at the desk because the travel brochure had neglected to mention that international travel frequently puts one into contact with ponies and zebras one might consider foreigners and that the sand of the desert can get into one's shoes if one's not careful. Dreadful bad show, I thought, and rather a stupid thing to say."

"He seriously thought everypony would look like him?"

"Yes. I don't think it was a case so much of specism as profound culture-shock. It's very easy to start feeling hostile when one's in a new place and out of one's depth. They managed to calm him down, thank goodness. But still, it's funny to think of a tourist being so very clueless as to what travel might be like."

"We had a group in from Manehattan who were simply shocked at the lack of streetcars in Ponyville."

"And the Griffons are always so disappointed when we don't have any meat on the menu –well, except for that one fellow, you remember, the thin Griffon?"

"The vegetarian, yes!" the innkeeper agreed. "Delightful fellow, comes to Ponyville every so often to buy apples and the like. Spends an absolute fortune on food when he's in town, and last time he brought three other Griffonish vegetarians on what I think was a gourmet tour."

"They spent enough at Sugarcube Corner for the Cakes to replace the roof."

"And so good-natured!" the innkeeper gushed. "Half our waitresses were out with the ponypox and Prompt Service here was filling in for as many as he could, when he mixed up the Griffon party's order. They told him not to worry, they'd eat it as well, and then they tried to pay for all three entrees."

"They must've been really hungry."

"Well, sometimes I like to eat a bit more than usual when I'm taking a special holiday," Star Swirl agreed. "Speaking of, this is some of the finest brandy I've had in years. Notes of cinnamon and even clove, with a lovely aroma of apples."

"It's the Apple Family's special reserve," Prompt Service explained. "They make it right here in town, distilled from hard cider made of locally-grown apples. You can't get more authentic or more local."

"It's like pouring a glass of Ponyville," the innkeeper nodded. "They do make some that's even better, but the Apples never sell it. They give it away for Hearth's Warming Eve each year."

"That's awfully good of them." Star Swirl smiled.

"Just their way of saying thank-you to all their friends and folks they do business with," the innkeeper nodded. "I know you're not from around these parts, but if'n you like it here and decided to stay in Ponyville or maybe purchase a summer home, my daughter Cotton works for our local realtor. She and Closing Cost could probably find you something just right." The innkeeper took out a business card with a picture of a cute young mare in the corner and Star Swirl accepted it.

"Actually, that does sound pretty good. Does she ever handle leases?"

"I believe she does, though there's not as many properties to let as there used to be. She might also be able to arrange a vacation rental if that's what you're looking for."

"Perfect. I'm enjoying the hotel very much, but it seems as though my business may keep me in Ponyville for some time longer."

"Are you going to be in town for Nightmare Night?" Prompt Service asked.

"…What is that?" Star Swirl was confused. "I'd heard it mentioned, but I'm afraid I've never been to such a celebration."

"Oh, you must be from pretty far afield not to know about Nightmare Night!" the innkeeper clapped the table with a hoof, grinning. "It's a wonderful holiday, fillies and colts look forward to it all year long. The whole town throws a carnival with games and food, candy for everypony, there's music and dancing for the grown-ups…"

"And everyone dresses up in costumes!" the bellpony added.

"So a kind of autumnal masquerade," Star Swirl nodded, feeling a bit more on familiar ground. "That does sound rather nice."

"Yes, all the little fillies and colts dress in costume and go door-to-door, pleading for candy. Everypony gives them some, and at the end of the night they go to the statue of Nightmare Moon in the Park and leave an offering of half their take or some proportion-"

"Miss Colgate wishes they'd leave it all, I bet!"

"She's our town dentist," the Innkeeper explained. "But yes, they dress in costumes so she can't find anypony to gobble up, then leave an offering of candy and treats to fill her tummy up so Nightmare Moon won't eat anypony for another year. It's adorable."

"…_What?"_

"It's terribly frivolous, of course, but the children love it so," Prompt Service sighed nostalgically –an incongruous observation since he couldn't be much past pleading-for-candy himself.

"But…they think Nightmare Moon would…?" Star Swirl gasped. He was thankful for the veil so that they couldn't quite see his shock and horror. The very idea of it…

"Oh, not really," the innkeeper sipped his brandy and smiled. "It's all pretend, of course, just something they play at for the fun of being frightened. They all know that Nightmare Moon is no more."

There was a sudden, shocked silence.

"…No more?"

"Gracious Celestia, sir, how long have you been away?" Prompt Service inquired. "Nightmare Moon was defeated _ages_ ago."

"…Ages…"

"Well, thirty moons ago, give or take a month," the Innkeeper nodded, picking up the brandy and looking like he was about to pour Star Swirl another glass. "Since then there's really been nothing to fear at night…well…excepting maybe Ursa Majors and Timberwolves."

"And the Princess Twilight Sparkle and her friends generally take care of such matters," Prompt Service agreed.

"I see," Star Swirl said shortly, before covering his glass with a hoof. "I'm so sorry, gentlecolts, but would you please excuse me for just a moment? There is something…someone I need to see."

In a blur of cloak, the bell softly jingling, the veiled pony was gone.

"…Wonder what that was about?" the Innkeeper asked.

"Maybe he's a secret agent, or a scarred and badass mercenary who had hoped to defeat Nightmare Moon himself," Prompt Service remarked hopefully, "or maybe he was banished from wherever he came from and can only return once she's defeated, or perhaps he's one of those batponies-"

"Or he's a stockbroker who's just gone to invest heavily in candy," the Innkeeper smiled. "Or, better yet, in toothpaste futures." The guess-the-guest game was, of course, their favorite part of their industry. "My guess? He's going to see Miss Rarity about a costume."

"That's a _boring_ guess. I can't even place a bet on a guess like that."

"A bet, gentlecolts?" a voice asked.

She normally slept during the day.

Somehow, though, she was awake, and tiny rays of sunshine pierced through gaps in the curtains and shone onto her bed, dust motes sparkling in their light like tiny particles of magic. She rubbed her eyes and reluctantly sat up in bed. She was tired, thirsty…and heartbroken.

It was the dreams again. For a pony whose only dreams could ever be, technically, daydreams, it was strange how very many of them seemed to become nightmares.

She looked at the beams of sunlight as they struck the sheets, remembering another time when she had seen little bits and scraps of light seeming to dance across the bed. The blankets had been softly moving then, too, but now it was because she had awoken in a cold sweat and the sheets felt funny.

Then, there had been another hoof, softly stroking her from barrel to flank as she awakened, another arm around her and its shoulder beneath her head. She'd actually thrown a leg over him and slept that way so her horn didn't poke him in the muzzle, and when she'd first blinked upon waking up, he'd playfully given her horn a lick…and then the sunbeams had _really_ danced.

That was before the nightmares, though.

The dream she had woken from had been one of the worst yet. She had tried so hard to forget, and at times, it had seemed like she'd finally managed to put the memories out of her head…and then a gesture, a word, something as silly as a little bell or as commonplace as a book…reminded her.

She could banish the memories from her waking mind, certainly, but the minute she fell asleep, or let her thoughts wander, back they would creep like Changelings across the borders of her consciousness. And the memories somehow almost always came back _wrong_, twisted, _broken_, with holes in them and details that were never quite right…

It was comforting, in a way, to write them off as nightmares when they were wrong. The dreams of him calling for her, of freezing cold and bitter winds, the cruel sun beating down on him despite the horrific cold, the dreams where he was dying, dead, _eaten_…clearly those were just nightmares. As far as she knew, he had lived a long and happy life and died hundreds of years ago. She certainly hadn't heard otherwise when she asked at the library, and if anypony deserved nightmares, well…

But just now, that hadn't happened. Instead of the warped and broken nightmares, half memory and half shrieking, howling terror, just now she had dreamed of him exactly as he was when she last saw him. And as she slept, unconsciously tensing against the moment when the dream went wrong, her memories went nightmare and her love was not merely ripped away from her but…destroyed…

Well, this time the dream went…right. She hadn't woken in a cold sweat because of fear, for once. This time she had simply experienced a particularly vivid dream.

…_Very_ vivid.

And all at once, the times they'd spent together and …_together_, the memories she had spent a thousand years banishing and driving away…they all came rushing back.

Luna, Princess of the Night, got up and poured herself a glass of water from the bathroom sink. She looked in the mirror and realized her coat was wet around her eyes with half-dried tears she had shed while still sleeping. She knocked back the glass of water as if it were hemlock, replaced it on the counter and slipped back into bed only to shudder with the cold of a sudden chill.

It was like somepony walking over her grave.


	8. Memories

Chapter Eight: Memories

_Over one thousand years ago…_

"I don't see why you persist in this foolishness, Princess," Star Swirl remarked in his dry, sarcastic voice. "You know very well that I am no fit mate for a mare of your stature and position."

Even when he was being a complete and utter _bastard_, that voice! Luna felt her legs turning to jelly from hock to pastern. No. She would not give in.

"Funny you mention _stature, _Star Swirl," she teased, flicking her sparkling mane at his ear in a way that highlighted just how much taller she was than him. (All right, she was almost a hand taller at the withers, but she was pressing every advantage, here!)

"That's _Professor_ Star Swirl…" he growled from behind that notorious beard.

"Oh, really?" Luna raised an eyebrow. "Funny, you don't see many blueheaded professors these days."

She still couldn't get over his natural manecolor. When he'd tried to insist he was too old for her, she had devised an Age Spell and promptly shaved forty-some years of aging right off of him. It didn't last very long, maybe a year if she'd done it right, but it had still been hilarious.

"You're such a filly sometimes. That's a preposterous stereotype that's been dying out since well before you became Princess of Equestria."

"It's been dying out _since_ I've been Princess of Equestria. I sometimes wonder if you're the source for a few of those dumb-blue jokes." The young diarch turned to face her former teacher. "Heard one this afternoon, in fact, did you want to hear?"

"Since I seem to spend more time indulging your nonsense than teaching you, why not?"

"Dumb blue goes into the Bank of Equestria with a brand-new chariot. It's one of the ones Rolling Royce makes in Trottingham, with nickel hubs, horn-painted trim and all the bells and whistles. Says he wants a loan of five hundred bits, with the chariot as collateral. The bankers decide that the chariot is worth seven hundred, so they take it and park it in their vault. One month later, the dumb blue is back. He gives the bankers their five hundred bits and, since the loan was at five percent annual percentage yield, he has a bit of pocket change to cover the interest: $1.15. The banker turns to him and says 'sir, while you were gone, we did some digging. You're one of Canterlot's wealthiest sorcerers and adviser to the Princesses. What on earth did you need with such a short-term loan?' And the dumb blue –that'd be you, I guess," Luna smirked at her professor, "he says to the banker 'Where else in Equestria can I park my cart for a bit-fifteen for a month and still expect it to be there when I get back?'"

"That's a base libel," Star Swirl complained, before allowing himself a smile. "It was a bit-fourteen, I'll have you know."

"And not a bad deal, considering how often you used to go and see your mistress in…which one must that have been? Was it the baroness, the shopkeeper, or that actress who sounds English but is really from Bitsburgh?"

"It was Clover the Clever, if you must know."

"See, that's what I don't understand, Star Swirl. You were _her_ mentor and still managed to have a healthy relationship of two equals."

"Clover the Clever was ten years my junior and a widow when we met. It was different."

"So I'm forty years younger instead of ten. I've also been your student for nearly twenty years, Star Swirl, or had you forgotten?"

"It certainly doesn't show, alicorn or otherwise! You're still the same as the day I met you, while I've just gotten older and…and…"

"No, Star Swirl," Luna glared. "I am _not_ the same. I'm not that stammering, nervous adolescent anymore and I haven't been for years. I defeated Discord and King Sombra with my sister, and I arranged the Treaty of Sparta myself. The Griffon Empire has been at peace with Equestria for nearly six months without a single incident, trade has picked up and the war's over. You of all ponies know what I'm capable of…so why do you still treat me like a little filly? You know how I feel about you. Why can't you even consider seeing where that might lead?"

She bent and gave his cheek a short, soft nuzzle.

And Star Swirl stiffened.

"You ask me _why_. After I've given you every chance a gentleman could to bury the subject while we both have our dignity."

"You said it was your age. I can de-age you with a word. You said it was because I should make a marriage of alliance if I decided to have any mate at all and I think I've proven that I can handle myself in politics, husband, lover or not! _I ended a war for you_."

"Would you ignore the bells on my cloak for me? Tolerate the giggles of every mare in your sister's Court as they gossiped about how I'd seduced yet another one? Even if we kept it a secret, you're a royal princess regnant, diarch of the nation and I am your subject. I am also a debauched old village-bicycle of a stallion who's known more lovers than you've known _birthdays_."

"So I wait until I've had as many birthdays as you've got bells. That's what, three or four more? And maybe, just maybe, you'll let me court you then? I've wanted you since I was nineteen, Star Swirl. If this were lust, or just a schoolfilly's infatuation, I think we passed that point some time ago. And it isn't…" Luna's breath caught in her throat. "It isn't like we have all the time in the world. I can wait forever for you if I have to, but you can't wait forever for me, unless you're seriously trying to run out the clock by _dying_. And if you feel that way about me, well, you can just say so now."

The sorcerer's face was a study in confusion as he thought of an answer. Luna waited, her heart sinking. She had an idea of how he felt about her…a rough one, mind, from the dreams where he and she talked about subjects other than magic, history or the social sciences. But if he genuinely wasn't interested in her as anything more than a student or a colleague, well…then this game of diplomatic brinksmanship, of her enticing and his dissuading, her attacking his evidence and his finding new faults or obstacles…this damned, delicious, never-quite-satisfying dance that the two of them had begun, it would all be over. If he was willing to continue this game of negotiations, the tension crackling between them, then sooner or later she'd have to win.

But if he really didn't want her, all he had to do was say. She would abide by that.

"…I really don't feel it's appropriate for a stallion of my experience and reputation to become involved with a sweet, innocent Princess."

Oh, thank the stars! Maybe he did care!

"Sweet? Innocent? _Me?"_ Luna grinned. "Maybe I should tell you some of the _other_ dumb-blue jokes I've heard and we'll see about innocent."

"You know what I mean, Luna," Star Swirl used her first name in the way he only ever did when he wanted her to be serious. It was like a bridle he could throw around her head and yank, any time he wanted. And _how_ she loved it!

There was that quivery feeling south of her hock again.

"So you know what you're doing and I don't," she shrugged, then swiftly turned and came muzzle-to-muzzle, eye-to-eye with her professor. "Exactly what's different there?"

She'd thought it might be enough to make him blush, stagger backwards and it would be another point to her side. Luna 3, Star Swirl 0. But he didn't back down. Instead he scraped the floor with his hoof and let out a snort, his eyes locked with hers.

"There's knowing what one's doing and there's being a master of it," Star Swirl explained, his already-deep voice a growl. "You may think you know what you're dealing with, but I've mastered arts you've never even imagined. Do you know what I mean, little filly?" She could feel his breath in her nose and as he stepped forward, she found herself stepping back. "Do you know what I could do to you, horn or not, wings or not, and do you know how much I could make you beg for me to do it again? Have you considered exactly what you're asking for, what a dalliance with someone like me implies? I wouldn't take it easy on you just because you're royalty or younger or…_innocent."_

He pronounced the word as if it was a spectacularly salacious perversion just by existing and Luna felt her cheeks going scarlet and her legs actually shaking. Her knees felt weak and her heart was pounding so loud she couldn't believe Star Swirl hadn't heard it from where he stood. "I would expect you to enter such a relationship as an equal, exactly the way you've demanded, but I don't think you have any idea what that would mean. You don't know what you're getting yourself into, my pretty little Princess, and I don't think you really want this to end with me…_teaching_ you. I've told you I'm a lecherous, depraved old sybarite of a stallion, but you clearly don't know what that is or you wouldn't be standing there." Star Swirl's left eyebrow rose quizzically, daring her to back down.

He had called her bluff.

She called his.

"I'm _counting_ on it," Luna breathed. Her eyelids were heavy and her forelegs quivering with the delicious tension between the two of them, but she would not back down. "I'm counting on you to be exactly the sort of depraved master I've been dreaming of."

He stepped back and she stepped forward, maintaining the eye contact. Was he actually blushing? Oh, my. She let an edge creep into her voice as she pressed this newfound advantage.

"Do you dream, Star Swirl? Because I do, and I walk through the dreams of just about everypony who's ever needed my helping hoof and quite a few who…well…_didn't_." Luna managed to smile salaciously. "I've seen things in ponies' dreams that would make my sister blush solid pink for a week and I've been having some dreams of my own, you know. Just because I haven't tried it awake doesn't mean I don't know _exactly_ what I want, and you're exactly the stallion to teach me everything that I want to know. And I do mean _everything."_

"P-princess-" Star Swirl stammered, sweat running down his neck.

"Don't 'princess' me, Star Swirl. And don't make the mistake of thinking I'm not deadly serious." _'And please don't realize I'm half-bluffing and scared,'_ the princess thought, levitating a bound manuscript from her saddlebag. "You wanted my report for the week? Here it is. Read it over and see just how innocent you think I am afterward."

The report, a full fifty pages of the filthiest pastimes, fantasies and dark demands an alicorn mare could dream of (plus a three-page bibliography,) smacked Star Swirl in the chest as he caught it.

"I'm going to go raise the moon now while you read," Luna explained. "Last sliver of the waning crescent, so I have tomorrow night off. But before I go-"

And summoning every last ounce of nerve she had, Luna leaned forward and kissed her hopeless crush, the stallion she'd loved and longed for, that insufferable bastard who was still somehow so perfect, at least for her.

Was she crazy, or had he just met her halfway?

"…Goodnight, Star Swirl," she called, as suavely as she could manage despite trying really hard to keep her voice from breaking. Her traitorous wobbly knees were still shaking some, but she managed to get out of the room without looking like she had four left hooves.

And then she had to lean against the wall and catch her breath just a little bit. These weren't butterflies in her stomach, they were thestrals. Her heart was still pounding and her thoughts had raced to places and scenes she shouldn't even mention, let alone dream about. She bit her lip and breathed, remembering how sore her front forearm had gotten before she could get to sleep that morning and knowing there wasn't time for a cold shower before the moon had to be in the sky.

'_Deep breaths,'_ she thought. _'Think about something else. Not about…oh, my stars.'_

She'd _finally_ kissed him. And unless she was imagining things, he had kissed her back.

The smile on her face lasted from Star Swirl's office at the Academy to the tallest spire of the New Castle.

Soon it would be time for the Princesses to move back to the Winter Palace deep in the EverFree, and the first touches of autumn were starting to crackle through the air. Luna had already prepared a special new constellation she intended to rise with the Autumnal Equinox, but now she was thinking of redesigning it. She still couldn't stop smiling. It was going to be hard to focus on the moon tonight.

It was a colder evening than usual, and sure enough, Celestia's guards were waiting on the spire with hot cocoa for their diarch's return from lowering the sun. Luna declined a cup, still thinking about the soft and slightly spicy feel of those lips, the tickle of that notorious beard, the strangely seductive smell of cinnamon and apples he still had on him…

Yes. It was going to be very difficult indeed to focus on the moon tonight.

'_Think boring thoughts,'_ Luna instructed herself. _'Chartered accountancy. Double-entry bookkeeping. Economic impacts of civic investment in constitutional as opposed to absolute diarchies. Not the way Star Swirl's mane smells or how he –focus!'_

And then that made her think of a time Star Swirl had told her to focus on a spell and gently guided her hooves to the correct placement between the runes chalked on the floor…and then of the time she'd managed to impress him with an essay on convex lenses for astronomical observation…and the surprised look he'd had when she'd called his bluff…

"Damn it!" she cursed aloud.

Celestia's guards almost dropped the cocoa.

"…Er…I'm sorry, I seem to have forgotten to return a library book. Twenty-centibit fine, you know," Luna smiled sheepishly and rubbed the crest beneath her mane with her hoof as she shrugged. That seemed to mollify the guards.

"I've done that myself, Princess," one of them nodded understandingly.

"Good evening, your Highness," the thestral Darkwing remarked, bowing his head to his diarch as he ascended the stairs. The Lunar Guard's golden eyes regarded her sheepish smile with concern.

"Evening, Darkwing."

"Is aught amiss?" the serious pony asked. Despite his short fangs, nearly reptilian eyes and leathery wings, Luna's Captain of the Guard was actually a bit of an old mare sometimes. At times, she frequently forgot which of them was actually in charge.

"I'd just forgotten to return a library book, is all," Luna explained, her smile returning. Darkwing looked her over critically.

"I don't like your color. Are you feeling feverish?" The thestral put out a hoof and felt Luna's forehead below her horn. "You feel a little warm, your Highness."

"I've…I've just been running. Had to hurry here from my tutor's office," Luna explained.

"Perhaps some ginger ale might help," Darkwing remarked, his wing snapping outward and cracking like a whip. Another Lunar Guard disappeared and was trotting back up the stairs in moments with an earthenware growler of the stuff. "Very good for colds, your Highness, and you know how easily you get them this time of year."

'_Veteran of three wars, tactician extraordinaire and purveyor of cold remedies,'_ Luna thought. _'I wonder if he used to bring Commander Hurricane her fluffy blankie during Pegasus bivouacs and make her put on her warm sweater.'_

But she did accept a glass of the ginger ale.

"Thank you, Darkwing, that really does seem to help." The battle-hardened old thestral fussed over her for a few more moments and Luna caught herself smiling again.

The look on Star Swirl's face…

"Sister!" a voice called. Luna looked up and watched as her sister and co-regent landed with a soft clop of armored hooves on the parapet, the twilight shimmering all around her mane. Seeing as there were fewer than five ponies present, Celestia lowered her voice from the proper Royal Canterlot volume to a more conversational level. "You look happy this evening. Did Star Swirl appreciate your report?"

Was Luna going mad, or was that question a little suspiciously phrased?

"I left him to read it, yes," she replied, letting a broad grin break across her face. "I also told him a dumb-blue joke."

"…_Really?"_ Celestia looked at once nonplussed and…was that relief? Then a smile broke across the features of the Sun Princess and Luna knew that her ploy had worked. "My dear little sister! No matter what we go through, you never change." Celestia nuzzled her sister and Luna nuzzled her back…but it still stung a little to still be thought of as an eternal child. "Which one was it?"

"The one about the dumb-blue who leaves his cart at the bank."

"Oh!" Celestia grinned and laughed, just a bit wickedly. "Star Swirl must have been furious!"

"More that I got the amount of interest due off by a centibit, actually," Luna smiled.

"Well, he always did have a soft spot for you, the old rogue. It's so good of you to be such a light in his sad old age," Celestia smiled.

…And what a carefully calculated remark _that_ was. Luna made a mental note to add a third padlock and some new warding spells to her diary.

"I also successfully met with the Griffonian ambassador," she announced. "Our trade routes are unencumbered and given the anticipated surplus to our grain harvest, I agreed to renew the tariff abatement for another six months, pending continued peace."

"Capital!" Celestia looked surprised and pleased. "Was there any discussion of that, -er, controversial issue?"

"Oh, the rodent industry?" Luna's brow furrowed. "I don't think we've made too much progress there. Ponies don't like it when rats eat their crops or pillage their grain, right enough, but the idea of the local rats being rounded up, taken to Griffonia's open market and eaten is still a bit touchy."

"How delightful to have subjects with such empathy for even the lowest of creatures."

Luna snorted derisively.

"It isn't that, Sister. It's that they simply don't trust Griffon ratcatchers. 'Spies and turncoats, the lot of them,' seems to be the average pony-in-the-street's opinion."

"Did you and the ambassador think of any temporary measures?" Celestia looked hopeful.

"I have pledged a certain sum from my own coffers toward the purchase of several hundred Griffonian mousetraps, the finest ones I've ever seen. I have had the announcement made and shall be distributing them at sunrise this morning."

"Griffonian mousetraps? Surely not clockwork ones; how can we expect our poorest subjects to maintain such complex devices?"

"In this case, Sister, 'mousetrap' is a bit of a translation lapse. The Griffons have no clockwork, spring or gravity-powered mousetraps, and as such, they have no separate word for 'housecat.' They do, however, have a remarkable surplus of the creatures due to the long summer, and rather than let them resort to euthanasia, I felt I would distribute them to our farmers, brewers, millers and bakers, where they can do some good and enjoy loving homes." That made Celestia smile and Luna felt contented. "Besides, they had such a lot of black ones, and I've always thought them the prettiest."

"That was well-done, and kind of you, my sister," Celestia beamed. "I'm sure your black cats will grace every harvest feast and autumnal celebration for years to come."

Okay, Royal Canterlot Voice notwithstanding, was it really necessary to talk like a regal proclamation was stuck in one's throat?

"I'd best be raising the moon, then," Luna nodded.

"Yes. You know how much I love to watch your nights, dear sister, but I find that I am simply exhausted. Would you excuse me?"

"…Get some sleep, sister," Luna smiled, biting the inside of her lip a little so Celestia wouldn't notice her disappointment. "There will be kittens tomorrow morning for you to pet."

"Oh, how lovely!"

And with a last nuzzle, Celestia was gone with her retinue.

"…Does _everyone_ still think of me as a little filly?" Luna accidentally groused out loud.

"Not I, Princess," Darkwing reassured. "It makes me happy to take care of you as if you were, but you did end the war with Griffonia and are in the process of potentially averting both famine and plague with one hoof even as you make diplomatic hay with the other." The old battle-thestral smiled. "I merely ask that you drink your ginger ale and wear your good sweater on cold evenings. No matter how old you get, how many spirits of chaos you banish or evil kings you defeat, you can still catch cold, and you can still forget that there are ponies who care for you."

Luna impulsively leaned over and hugged Darkwing. He was so good to her. Nominally a bodyguard, he had managed the Royal Household's night division between conflicts since she was a tiny filly, and been a kind of butlerish father-figure to her for years. That, and unlike so many other members of the Royal Staff, well…Luna always had the impression she was his favorite.

"That, and if you don't get a little better at hiding that crush, your sister is going to start asking bad questions," Darkwing grinned. "Whomever the lucky stallion is, I highly doubt he wants the Princess of the Sun interrogating him as to his intentions right away."

"…How did you know?"

"I've known you since you _were_ a little filly, your Highness. You haven't looked this chipper and dreamy-eyed since that phase when you first started reading salacious novels –and attempting to write them, as I recall." Luna blushed scarlet. "Given the advances in printing and the decline in tolerance for the more decadent arts, it is simply to be hoped that you're nursing a bit of a crush rather than composing some masterpiece which will undoubtedly provoke scandal in the court. We've had quite enough trouble with that awful marquis and the soldier-author from Prance. Both libertines, to be sure, but they can't abide one another and their works are all so shocking to the court's sensibilities."

…Both of said ponies' works were among those Luna had cited in her report to Star Swirl, incidentally.

"But I'm sure you're too busy with affairs of state to read epistolary novels and luridly-illustrated accounts of debauchery," Darkwing smiled. "Though that epistolary one you really might enjoy. I loved it. You should have tomorrow evening off from your duties with the moon, might want to check it out of the library."

"I think I might," Luna nodded.

"And now let's see that moon. I spend almost all day waiting for your constellations, my dear Highness."

Sometimes Luna felt like he was the only one who ever did.

But then, as she was raising the moon that night, she glanced down over the city of Canterlot. Sitting in a chair on his balcony, her report open in front of him, was Star Swirl. Even at his busiest, he didn't miss her night.

It was enough to make her smile until sunrise.

_Over a thousand years later…_

Star Swirl knelt before the statue of Nightmare Moon and sobbed.

And far away in Canterlot, Luna cried herself back to sleep.

It is one thing to have loved and lost, but quite another to know that your love _is_ lost forever.


End file.
